SEC Filing | Casella Waste Systems, Inc.

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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on July 24, 2003

Registration No. 333-103106

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT No. 2 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CASELLA WASTE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

4953
(Primary Standard Industrial
Classification Code Number)

03-0338873
(I.R.S. Employer
Identification Number)

25 Greens Hill Lane
Rutland, Vermont 05701
(802) 775-0325
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

See inside front cover for information regarding Registrant Guarantors.

John W. Casella
Chairman and Chief Executive Officer
Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
(802) 775-0325
(Address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

Jeffrey A. Stein, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 526-6000
Telecopy: (617) 526-5000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Registrant Guarantors

Exact name of Registrant as specified in its charter	Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Numbers	I.R.S. Employer Identification Number
All Cycle Waste, Inc.	Vermont	4953	03-0343753
Alternate Energy, Inc.	Massachusetts	4953	04-3185025
Atlantic Coast Fibers, Inc.	Delaware	4953	22-3507048
B. and C. Sanitation Corporation	New York	4953	16-1329345
Blasdell Development Group, Inc.	New York	4953	16-1456626
Bristol Waste Management, Inc.	Vermont	4953	03-0326084
Casella NH Investors Co., LLC	Delaware	4953	03-0371572
Casella NH Power Co., LLC	Delaware	4953	03-0371574
Casella RTG Investors Co., LLC	Delaware	4953	03-0371573
Casella Transportation, Inc.	Vermont	4953	03-0357441
Casella Waste Management of Massachusetts, Inc.	Massachusetts	4953	03-0364282
Casella Waste Management of N.Y., Inc.	New York	4953	14-1794819
Casella Waste Management of Pennsylvania, Inc.	Pennsylvania	4953	23-2876596
Casella Waste Management, Inc.	Vermont	4953	03-0272349
Data Destruction Services, Inc.	Maine	4953	04-3273041
Fairfield County Recycling, Inc.	Delaware	4953	06-1296109
FCR Camden, Inc.	Delaware	4953	22-3219896
FCR Florida, Inc.	Delaware	4953	65-0510394
FCR Greensboro, Inc.	Delaware	4953	56-1792979
FCR Greenville, Inc.	Delaware	4953	58-2324930
FCR Morris, Inc.	Delaware	4953	22-3386191
FCR Redemption, Inc.	Delaware	4953	06-1418718
FCR Tennessee, Inc.	Delaware	4953	62-1625160
FCR, Inc.	Delaware	4953	56-2087628
Forest Acquisitions, Inc.	New Hampshire	4953	02-0479340
Grasslands, Inc.	New York	4953	14-1782074
Hakes C & D Disposal, Inc.	New York	4953	16-0431613
Hiram Hollow Regeneration Corp.	New York	4953	14-1738989
The Hyland Facility Associates	New York	4953	22-2673933
K-C International, Ltd.	Oregon	4953	93-1230858
KTI Bio Fuels, Inc.	Maine	4953	22-2520171
KTI Environmental Group, Inc.	New Jersey	4953	22-2427727
KTI New Jersey Fibers, Inc.	Delaware	4953	22-3601504
KTI Operations Inc.	Delaware	4953	22-2908946
KTI Recycling of New England, Inc.	Maine	4953	01-0203130
KTI Specialty Waste Services, Inc.	Maine	4953	22-3375082
KTI, Inc.	New Jersey	4953	22-2665282
Maine Energy Recovery Company, Limited Partnership	Maine	4953	22-2493823
Mecklenburg County Recycling, Inc.	Connecticut	4953	06-1279110
Natural Environmental, Inc.	New York	4953	16-1442290

New England Waste Services of Massachusetts, Inc.	Massachusetts	4953	04-3489747
New England Waste Services of ME, Inc.	Maine	4953	01-0329311
New England Waste Services of N.Y., Inc.	New York	4953	14-1794820
New England Waste Services of Vermont, Inc.	Vermont	4953	03-0343930
New England Waste Services, Inc.	Vermont	4953	03-0338865
Newbury Waste Management, Inc.	Vermont	4953	03-0316201
North Country Environmental Services, Inc.	Virginia	4953	54-1496372
Northern Properties Corporation of Plattsburgh	New York	4953	14-1713791
Northern Sanitation, Inc.	New York	4953	14-1630373
PERC, Inc.	Delaware	4953	22-2761012
PERC Management Company Limited Partnership	Maine	4953	16-1347028
Pine Tree Waste, Inc.	Maine	4953	01-0513956
R.A. Bronson Inc.	New York	4953	16-1316393
Resource Recovery of Cape Cod, Inc.	Massachusetts	4953	04-3420128
Resource Recovery Systems of Sarasota, Inc.	Florida	4953	06-1406506
Resource Recovery Systems, Inc.	Delaware	4953	06-0900935
Resource Transfer Services, Inc.	Massachusetts	4953	04-3420289
Resource Waste Systems, Inc.	Massachusetts	4953	04-3333859
Rochester Environmental Park, LLC	Massachusetts	4953	04-3355194
Schultz Landfill, Inc.	New York	4953	16-1550413
Sunderland Waste Management, Inc.	Vermont	4953	03-0326083
U.S. Fiber, Inc.	North Carolina	4953	56-2026037
Waste-Stream Inc.	New York	4953	14-1488894
Westfield Disposal Service, Inc.	New York	4953	16-1207720
Winters Brothers, Inc.	Vermont	4953	03-0351118

The address, including zip code, and telephone number, including area code, of the principal executive office of each Registrant Guarantor listed above is the same as those of Casella Waste Systems, Inc.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated July 24, 2003

PROSPECTUS

$150,000,000

9.75% Senior Subordinated Notes due 2013

We are offering to exchange 9.75% senior subordinated notes due 2013 that we have registered under the Securities Act of 1933 for all outstanding 9.75% senior subordinated notes due 2013. We refer to these registered notes as the new notes and all outstanding 9.75% senior subordinated notes due 2013 as the old notes.

The Exchange Offer

•: We will exchange an equal principal amount of new notes that are freely tradeable for all old notes that are validly tendered and not validly withdrawn.
•: You may withdraw tenders of outstanding old notes at any time prior to the expiration of the exchange offer.
•: The exchange offer is subject to the satisfaction of limited, customary conditions.
•: The exchange offer expires at 5:00 p.m., New York City time, , 2003, unless extended.
•: The exchange of old notes for new notes in the exchange offer generally will not be a taxable event for U.S. federal income tax purposes.
•: We will not receive any proceeds from the exchange offer.

The New Notes

•: We are offering the new notes in order to satisfy our obligations under the exchange and registration rights agreement entered into in connection with the private placement of the old notes.
•: The terms of the new notes are substantially identical to the terms of the old notes for which they may be exchanged pursuant to the exchange offer, except that the new notes are registered under the Securities Act and do not contain provisions for certain specified liquidated damages in connection with the failure to comply with the registration covenant.

See "Risk Factors" beginning on page 9 to read about factors you should consider in connection with the exchange offer.

The notes are guaranteed, jointly and severally, fully and unconditionally, by certain subsidiaries of Casella. See "Description of the New Notes" beginning on page 82.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the new notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2003

TABLE OF CONTENTS


AVAILABLE INFORMATION
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
MARKET DATA
SUMMARY
RISK FACTORS
USE OF PROCEEDS
CAPITALIZATION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
PRINCIPAL STOCKHOLDERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF CERTAIN INDEBTEDNESS AND PREFERRED STOCK
THE EXCHANGE OFFER
DESCRIPTION OF THE NEW NOTES
SUMMARY OF U.S. FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
EXCHANGE AGENT
INDEX TO FINANCIAL STATEMENTS

AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. Copies of the documents we file with the SEC can be read at the SEC's public reference facility at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of our filings at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference facility.

We are "incorporating by reference" in this prospectus some of the documents we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information in the documents incorporated by reference is considered to be part of this prospectus. Information in specified documents that we file with the SEC after the date of this prospectus will automatically update and supersede information in this prospectus. We incorporate by reference the documents listed below and any future filings we may make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of filing of the initial registration statement relating to the exchange offer and prior to the termination of any offering of securities offered by this prospectus:

•: our Annual Report on Form 10-K for the fiscal year ended April 30, 2003; and
•: our Current Report on Form 8-K dated July 23, 2003.

Information contained in this prospectus supplements, modifies or supersedes, as applicable, the information contained in earlier-dated documents incorporated by reference. Information contained in later-dated documents incorporated by reference supplements, modifies or supersedes, as applicable, the information contained in this prospectus or in earlier-dated documents incorporated by reference.

We will provide a copy of the documents we incorporate by reference (other than exhibits, unless the exhibit is specifically incorporated by reference into the filing requested), at no cost, to you if you submit a request to us by writing to or telephoning us at the following address or telephone number:

Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
Telephone: (802) 775-0325
Attention: Joseph S. Fusco

If you would like to request any documents, please do so by no later than , 2003 in order to receive them before the expiration of the exchange offer.

We have filed this prospectus with the SEC as part of a registration statement on Form S-4 under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement because some parts of the registration statement are omitted in accordance with the rules and regulations of the SEC. The registration statement and its exhibits are available for inspection and copying as set forth above.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to exchange the new notes for old notes in any jurisdiction where the offer is not permitted.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking statements," as defined by federal securities laws, with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. Words such as, but not limited to, "believe," "expect," "anticipate," "estimate," "intend," "plan," "targets," "likely," "will," "would," "could" and similar expressions or phrases identify forward-looking statements.

All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in the solid waste services industry. Others are more specific to our operations. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.

Factors that may cause actual results to differ from expected results include, among others:

•: our ability to make successful acquisitions, including of additional disposal capacity, and to integrate acquired businesses and assets with our existing operations;
•: our ability to finance acquisitions with cash or with our stock, including the risk that we will not have sufficient capital resources and that our stock price will not be sufficiently attractive for use in an acquisition or that we will be unable to raise sufficient additional capital;
•: the impact of environmental and other regulations and litigation on our business;
•: our ability to access sufficient capital;
•: the impact of changing prices or market requirements for recyclable materials;
•: the geographic concentration of our operations;
•: the impact on our business in the event that we have inadequately estimated the fair market value of Maine Energy in connection with the payoff of certain obligations or are required to make that payment earlier than we anticipated;
•: the effects of competition, including on our ability to maintain our operating margins;
•: the impact on our business in the event that we have inadequately accrued for closure or post-closure costs related to our landfills;
•: the impact of fluctuations in fuel costs;
•: our ability to obtain third party financial assurances to secure our contractual obligations;
•: the impact on our earnings in the event we are required to write off capitalized charges;
•: the seasonality of our revenues;
•: risks associated with our substantial indebtedness, leverage, debt service and liquidity;
•: the impact of our increased leverage on our ability to make future acquisitions;
•: risks related to the notes and to high-yield securities generally; and
•: the other risks described in this prospectus under the caption "Risk Factors."

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or

iii

otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.

See the section entitled "Risk Factors" for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. These factors and the other risk factors described in this prospectus are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, actual results or developments anticipated by us may not be realized or, even if substantially realized, they may have unexpected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

MARKET DATA

Market data used throughout this prospectus, including information relating to our relative position in the markets we operate in, is based on the good faith estimates of management, which estimates are based upon their review of internal surveys, independent industry publications and other publicly available information.

SUMMARY

This summary highlights material information contained elsewhere in this prospectus. We urge you to read this entire prospectus carefully, including the "Risk Factors" section and our consolidated financial statements and related notes. In this prospectus, unless the context requires otherwise, "Casella," the "company," "we," "our" or "us" refers to Casella Waste Systems, Inc. and its subsidiaries. Our fiscal year ends on April 30 and wherever we refer to any of our fiscal years, we refer to the twelve-month period ending April 30 of such year.

OUR BUSINESS

The Company

Casella Waste Systems, Inc. is a vertically-integrated regional solid waste services company that provides collection, transfer, disposal and recycling services to approximately 293,000 residential customers and 50,000 industrial and commercial customers, primarily in the eastern United States. We believe we are currently the number one or number two provider of solid waste collection services in 80% of the areas served by our collection divisions. As of July 1, 2003, we owned and/or operated five Subtitle D landfills, two landfills permitted to accept construction and demolition materials, 37 solid waste collection operations, 33 transfer stations, 37 recycling facilities, one waste-to-energy facility and a 50% interest in a joint venture that manufactures, markets and sells cellulose insulation made from recycled fiber.

For the fiscal year ended April 30, 2003, we generated revenues of $420.9 million. Our Class A common stock is listed on the Nasdaq National Market under the ticker symbol "CWST."

Our principal executive offices are located at 25 Greens Hill Lane, Rutland, Vermont 05701. Our telephone number is (802) 775-0325. Our website address is www.casella.com. The information contained or incorporated in our website is not a part of this prospectus.

THE OFFERING

Summary of Terms of the Exchange Offer

Background	On January 24, 2003, we completed a private placement of the old notes. In connection with that private placement, we entered into an exchange and registration rights agreement in which we agreed to deliver this prospectus to you and to make an exchange offer.
The Exchange Offer	We are offering to exchange up to $150.0 million aggregate principal amount of our new notes which have been registered under the Securities Act for up to $150.0 million aggregate principal amount of our old notes. You may tender old notes only in integral multiples of $1,000 principal amount.
Resale of New Notes	Based on interpretive letters of the SEC staff to third parties, we believe that you may resell and transfer the new notes issued pursuant to the exchange offer in exchange for old notes without compliance with the registration and prospectus delivery provisions of the Securities Act, if:
	•	you are acquiring the new notes in the ordinary course of your business,
	•	you have no arrangement or understanding with any person to participate in the distribution of the new notes, and
	•	you are not our affiliate as defined under Rule 405 of the Securities Act.
	If you fail to satisfy any of these conditions, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the new notes.
	Broker-dealers that acquired old notes directly from us, but not as a result of market-making activities or other trading activities, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the new notes.
	Each broker-dealer that receives new notes for its own account pursuant to the exchange offer in exchange for old notes that it acquired as a result of market-making or other trading activities must deliver a prospectus in connection with any resale of the new notes and provide us with a signed acknowledgement of this obligation.
Consequences If You Do Not Exchange Your Old Notes	Old notes that are not tendered in the exchange offer or are not accepted for exchange will continue to bear legends restricting their transfer. You will not be able to offer or sell the old notes unless:
	•	an exemption from the requirements of the Securities Act is available to you,

	•	we register the resale of old notes under the Securities Act, or
	•	the transaction requires neither an exemption from nor registration under the requirements of the Securities Act.
	After the completion of the exchange offer, we will no longer have an obligation to register the old notes, except in limited circumstances.
Expiration Date	5:00 p.m., New York City time, on , 2003 unless we extend the exchange offer.
Conditions to the Exchange Offer	We will not be required to accept for exchange, or exchange new notes for, any old notes and we may terminate the exchange offer before the acceptance of the old notes, if:
	•	the exchange offer, or the making of any exchange by a holder, violates, in our good faith determination, any applicable law, rule or regulation or any applicable interpretation of the staff of the SEC;
	•	any action or proceeding shall have been instituted or threatened with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; or
	•	we have not obtained any governmental approval which we, in our reasonable discretion, consider necessary for the completion of the exchange offer as contemplated by this prospectus.
Procedures for Tendering Old Notes	If you wish to accept the exchange offer, you must deliver to the exchange agent:
	•	either a completed and signed letter of transmittal or, for old notes tendered electronically, an agent's message from The Depository Trust Company, which we refer to as DTC, stating that the tendering participant agrees to be bound by the letter of transmittal and the terms of the exchange offer,
	•	your old notes, either by tendering them in physical form or by timely confirmation of book-entry transfer through DTC, and
	•	all other documents required by the letter of transmittal.
	These actions must be completed before the expiration of the exchange offer.
	If you hold old notes through DTC, you must comply with its standard procedures for electronic tenders, by which you will agree to be bound by the letter of transmittal.
	By signing, or by agreeing to be bound by the letter of transmittal, you will be representing to us that:
	•	you will be acquiring the new notes in the ordinary course of your business,

	•	you have no arrangement or understanding with any person to participate in the distribution of the new notes, and
	•	you are not our affiliate as defined under Rule 405 of the Securities Act.
	See "The Exchange Offer—Procedures for Tendering".
Guaranteed Delivery Procedures for Tendering Old Notes	If you cannot meet the expiration deadline or you cannot deliver your old notes, the letter of transmittal or any other documentation to comply with the applicable procedures under DTC standard operating procedures for electronic tenders in a timely fashion, you may tender your notes according to the guaranteed delivery procedures set forth under "The Exchange Offer—Guaranteed Delivery Procedures".
Special Procedures for Beneficial Holders	If you beneficially own old notes which are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender in the exchange offer, you should contact that registered holder promptly and instruct that person to tender on your behalf. If you wish to tender in the exchange offer on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your old notes, either arrange to have the old notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.
Withdrawal Rights	You may withdraw your tender of old notes at any time before the exchange offer expires.
Tax Consequences	The exchange pursuant to the exchange offer generally will not be a taxable event for U.S. federal income tax purposes. See "Summary of U.S. Federal Income Tax Considerations".
Use of Proceeds	We will not receive any proceeds from the exchange or the issuance of new notes in connection with the exchange offer.
Exchange Agent	U.S. Bank National Association is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are set forth under "The Exchange Offer—Exchange Agent".

Summary Description of the New Notes

The form and terms of the new notes are substantially identical to the form and terms of the old notes, except that:

•: the new notes will be registered under the Securities Act and will therefore not bear legends restricting their transfer, and
•: specified rights under the exchange and registration rights agreement, including the provisions providing for registration rights and the payment of liquidated damages in specified circumstances will be limited or eliminated.

The new notes will evidence the same debt as the old notes and will rank equally with the old notes. The same indenture will govern both the old notes and the new notes. We refer to the old notes and the new notes together as the "notes."

Issuer		Casella Waste Systems, Inc.
New Notes Offered		$150,000,000 aggregate principal amount of 9.75% Senior Subordinated Notes due 2013.
Maturity Date		February 1, 2013.
Interest Payment Dates		February 1 and August 1 of each year, commencing August 1, 2003.
Optional Redemption		We may redeem the notes, in whole or in part, at our option at any time on or after February 1, 2008, at the redemption prices listed under "Description of the New Notes—Optional Redemption."
		In addition, on or before February 1, 2006, we may, at our option and subject to certain requirements, use the net proceeds from one or more qualified equity offerings to redeem up to 35% of the aggregate principal amount of the notes at 109.75% of their principal amount, plus accrued and unpaid interest. See "Description of the New Notes—Optional Redemption."
Sinking Fund		None.
Subordination and Guarantees		The notes will rank junior to all of our existing and future senior indebtedness, will rank pari passu with any future senior subordinated indebtedness, and will rank senior to any future indebtedness that is expressly subordinated to the notes. See "Description of the New Notes—Subordination."
		All of our existing and future restricted subsidiaries (other than foreign subsidiaries, our captive insurance subsidiary and certain inactive and insignificant subsidiaries) will guarantee our obligation to pay principal, premium, if any, and interest on the notes. The guarantees will rank junior to all existing and future senior indebtedness of these subsidiaries, will rank pari passu with any future senior subordinated indebtedness of these subsidiaries, and will rank senior to any future indebtedness of these subsidiaries that is expressly subordinated to the guarantees. See "Description of the New Notes—Subsidiary Guarantees."

	As of April 30, 2003, after the offering of the old notes and the initial borrowings under our new senior secured credit facilities (which we entered into concurrently with the closing of our private placement of old notes) and the application of the net proceeds therefrom had occurred, the notes and the guarantees were subordinated in right of payment to approximately $160.2 million of indebtedness (not including letters of credit of approximately $33.4 million), and up to an additional $141.6 million of indebtedness was available, subject to our ability to meet certain borrowing conditions, for borrowing under the revolving portion of the new senior secured credit facilities.
Change of Control	If a change of control of Casella occurs, we may be required to make an offer to purchase the notes at 101% of their principal amount, plus accrued and unpaid interest. A change in control will constitute an event of default under our new senior secured credit facilities and may trigger similar rights under our other indebtedness then outstanding. In the event of a change of control, we may not have sufficient funds to purchase all of the notes and to repay the amounts outstanding under the new senior secured credit facilities or other indebtedness. Payment of the purchase price of the notes is subordinated to the prior payment of our senior debt. See "Description of the New Notes—Repurchase at the Option of Holders—Change of Control."
Certain Covenants	The indenture governing the notes contains certain covenants that, among other things, limit our ability and the ability of some of our subsidiaries to:
	•	incur additional debt;
	•	create liens;
	•	make investments;
	•	enter into transactions with affiliates;
	•	sell or transfer assets;
	•	incur debt that is expressly senior to the notes and subordinate to any of our other debt;
	•	declare or pay dividends, redeem stock or make other distributions to stockholders; and
	•	consolidate or merge.
	These covenants are subject to a number of important qualifications and limitations. See "Description of the New Notes."

Risk Factors

You should carefully consider all of the information in this prospectus. In particular, for a discussion of some specific factors that you should consider in connection with the exchange offer, see "Risk Factors" beginning on page 9.

Summary Consolidated Financial and Operating Data

The summary consolidated financial statements of operations and operating data for the three years in the period ended April 30, 2003 and the summary consolidated balance sheet data as of April 30, 2001, 2002 and 2003 are derived from our audited consolidated financial statements. You should read the following summary consolidated financial and operating data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

			Fiscal Year Ended April 30,
			2001 (1)			2002 (1)			2003 (1)
			(dollars in thousands)
Statement of Operations Data:
	Revenues		$	480,366		$	421,235		$	420,863
	Cost of operations			321,214			276,693			278,347
	General and administrative			64,079			54,456			55,772
	Depreciation and amortization			53,411			50,712			47,930

		Operating income before unusual charges		41,662			39,374			38,814
	Merger and restructuring charges			4,151			(438	)		—
	Impairment, legal and other charges			85,500			—			4,864

		Operating income (loss)		(47,989	)		39,812			33,950
	Interest expense			41,628			31,451			26,572
	Interest income			(2,974	)		(904	)		(318	)
	(Income) loss from equity method investments, net			26,256			(1,899	)		(2,073	)
	Minority interest			1,026			(154	)		(152	)
	Other (income)/expense, net			76			(4,480	)		(1,599	)

	Income (loss) from continuing operations before income taxes, discontinued operations, extraordinary loss and cumulative effect of change in accounting principle			(114,001	)		15,798			11,520
	Provision (benefit) for income taxes			(20,443	)		5,111			5,292
	Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle			(93,558	)		10,687			6,228
	Loss from discontinued operations, net			(4,130	)		—			—
	Estimated loss on disposal of discontinued operations, net			(2,657	)		(4,096	)		—
	Reclassification from discontinued operations, net			(1,190	)		1,140			50
	Extraordinary loss—Early extinguishment of debt, net			—			—			(2,170	)
	Cumulative effect of change in accounting principle, net of taxes			—			(250	)		(63,916	)

	Net income (loss)			(101,535	)		7,481			(59,808	)
	Preferred stock dividend and put warrants			1,970			3,010			3,094

	Net income (loss) available to common stockholders		$	(103,505	)	$	4,471		$	(62,902	)

		As of April 30,
		2001 (1)		2002 (1)			2003 (1)
		(dollars in thousands)
Balance Sheet Data:
	Cash and cash equivalents	$	22,001	$	4,298		$	15,652
	Working capital, net of cash and cash equivalents (2)		33,056		(635	)		(4,847	)
	Property, plant and equipment		290,537		287,206			302,328
	Goodwill		225,969		219,729			159,682
	Total assets		686,293		621,611			602,641
	Total debt (3)		363,223		288,848			310,179
	Redeemable preferred stock		57,720		60,730			63,824
	Stockholders' equity		172,951		176,796			119,152

		Fiscal Year Ended April 30,
		2001 (1)			2002 (1)			2003 (1)
		(dollars in thousands)
Other Operating Data:
	Net cash provided by operating activities	$	63,261		$	67,687		$	64,952
	Net cash used in investing activities		(55,565	)		(9,533	)		(61,208	)
	Net cash provided by (used in) financing activities		18,765			(70,065	)		7,610
	Capital expenditures		61,518			37,674			41,925
	Ratio of earnings to fixed charges (4)		—			1.43	x		1.39	x
	Ratio of pro forma earnings to pro forma fixed charges (5)								1.41	x

(1): In the fourth quarter of fiscal year 2003, we entered into negotiations with employees for the transfer of our domestic brokerage operations and a commercial recycling business in exchange for notes receivable of approximately $5.0 million, payable to the extent of cash flow of the businesses. In June 2003, we completed the transaction. The commercial recycling business had been accounted for as a discontinued operation since fiscal year 2001. Due to the nature of the transaction, we could not retain discontinued accounting treatment for this operation. Therefore the commercial recycling operating results have been reclassified from discontinued to continuing operations for fiscal years 2001, 2002 and 2003. In connection with the discontinued accounting treatment in fiscal year 2001, estimated future losses from the operations were recorded and classified as losses from discontinued operations. This amount has been reclassified and offset against actual loss from operations in fiscal years 2001, 2002 and 2003. See Note 18 to our audited consolidated financial statements included in this prospectus.
(2): Working capital, net is defined as current assets, excluding cash and cash equivalents, minus current liabilities.
(3): Total debt includes capital leases.
(4): For purposes of determining the ratio of earnings to fixed charges, "earnings" consists of income from continuing operations before income taxes, discontinued operations, extraordinary loss, cumulative effect of a change in accounting principle, fixed charges, minority interests and (income) loss from equity method investments plus distributed income from equity method investees less interest capitalized. "Fixed charges" consists of interest, amortization of deferred financing costs and interest capitalized. For fiscal year 2001, earnings were insufficient to cover fixed charges by $87,092.
(5): Ratio of pro forma earnings to pro forma fixed charges adjusts for pro forma interest which gives effect to the offering of the old notes, the initial borrowings under our new senior secured credit facilities and the use of proceeds therefrom, as if these transactions occurred at the beginning of the period presented.

RISK FACTORS

In addition to the other information in this prospectus, you should carefully consider the following factors in connection with the exchange offer. Any of these risks could cause actual results to differ materially from those indicated by forward-looking statements made in this prospectus and presented elsewhere by management from time to time.

Risks Related to Our Business

We may not be successful in making acquisitions of solid waste assets, including developing additional disposal capacity, or in integrating acquired businesses or assets, which could limit our future growth.

Our strategy envisions that a substantial part of our future growth will come from making acquisitions of traditional solid waste assets or operations and acquiring or developing additional disposal capacity. These acquisitions may include "tuck-in" acquisitions within our existing markets, assets that are adjacent to or outside our existing markets, or larger, more strategic acquisitions. In addition, from time to time we may acquire businesses that are complementary to our core business strategy. We may not be able to identify suitable acquisition candidates. If we identify suitable acquisition candidates, we may be unable to negotiate successfully their acquisition at a price or on terms and conditions favorable to us. Furthermore, we may be unable to obtain the necessary regulatory approval to complete potential acquisitions.

Our ability to achieve the benefits we anticipate from acquisitions, including cost savings and operating efficiencies, depends in part on our ability to successfully integrate the operations of such acquired businesses with our operations. The integration of acquired businesses and other assets may require significant management time and company resources that would otherwise be available for the ongoing management of our existing operations.

In addition, the process of acquiring or developing additional disposal capacity is lengthy, expensive and uncertain. For example, we are currently involved in litigation with the Town of Bethlehem, New Hampshire relating to the expansion of a landfill owned by our wholly owned subsidiary, North Country Environmental Services, Inc. Moreover, the disposal capacity at our existing landfills is limited by the remaining available volume at our landfills and annual and/or daily disposal limits imposed by the various governmental authorities with jurisdiction over our landfills. We typically reach or approximate our daily and annual maximum permitted disposal capacity at all of our landfills. If we are unable to develop or acquire additional disposal capacity, our ability to achieve economies from the internalization of our waste stream will be limited and we may be required to increase our utilization of disposal facilities owned by third parties, which could reduce our revenues and/or our operating margins.

Our ability to make acquisitions is dependent on the availability of adequate cash and the attractiveness of our stock price.

We anticipate that any future business acquisitions will be financed through cash from operations, borrowings under our new senior secured credit facilities, the issuance of shares of our Class A common stock and/or seller financing. We may not have sufficient existing capital resources and may be unable to raise sufficient additional capital resources on terms satisfactory to us, if at all, in order to meet our capital requirements for such acquisitions.

We also believe that a significant factor in our ability to close acquisitions will be the attractiveness to us and to persons selling businesses to us of our Class A common stock as consideration for potential acquisition candidates. This attractiveness may, in large part, be dependent upon the relative market price and capital appreciation prospects of our Class A common stock compared to the equity securities of our competitors. The trading price of our Class A common stock on the Nasdaq National

Market has limited our willingness to use our equity as consideration and the willingness of sellers to accept our shares and as a result has limited, and could continue to limit, the size and scope of our acquisition program.

Environmental regulations and litigation could subject us to fines, penalties, judgments and limitations on our ability to expand.

We are subject to potential liability and restrictions under environmental laws, including those relating to transport, recycling, treatment, storage and disposal of wastes, discharges to air and water, and the remediation of contaminated soil, surface water and groundwater. The waste management industry has been and will continue to be subject to regulation, including permitting and related financial assurance requirements, as well as to attempts to further regulate the industry through new legislation. Our waste-to-energy and manufacturing facilities are subject to regulations limiting discharges of pollution into the air and water, and our solid waste operations are subject to a wide range of federal, state and, in some cases, local environmental, odor and noise and land use restrictions. For example, our waste-to-energy facility in Biddeford, Maine is affected by zoning restrictions and air emissions limitations in its efforts to implement a new odor control system. See "Business—Regulation—State and Local Regulations." If we are not able to comply with the requirements that apply to a particular facility or if we operate without necessary approvals, we could be subject to civil, and possibly criminal, fines and penalties, and we may be required to spend substantial capital to bring an operation into compliance or to temporarily or permanently discontinue, and/or take corrective actions, possibly including removal of landfilled materials, regarding an operation that is not permitted under the law. We may not have sufficient insurance coverage for our environmental liabilities. Those costs or actions could be significant to us and impact our results of operations, as well as our available capital.

Environmental and land use laws also impact our ability to expand and, in the case of our solid waste operations, may dictate those geographic areas from which we must, or, from which we may not, accept waste. Those laws and regulations may limit the overall size and daily waste volume that may be accepted by a solid waste operation. If we are not able to expand or otherwise operate one or more of our facilities because of limits imposed under environmental laws, we may be required to increase our utilization of disposal facilities owned by third parties, which could reduce our revenues and/or operating margins.

We have historically grown and intend to continue to grow through acquisitions, and we have tried and will continue to try to evaluate and address environmental risks and liabilities presented by newly acquired businesses as we have identified them. It is possible that some liabilities, including ones that may exist only because of the past operations of an acquired business, may prove to be more difficult or costly to address than we anticipate. It is also possible that government officials responsible for enforcing environmental laws may believe an issue is more serious than we would expect, or that we will fail to identify or fully appreciate an existing liability before we become legally responsible to address it. Some of the legal sanctions to which we could become subject could cause us to lose a needed permit, or prevent us from or delay us in obtaining or renewing permits to operate our facilities or harm our reputation.

Our operating program depends on our ability to operate and expand the landfills we own and lease and to develop new landfill sites. Localities where we operate generally seek to regulate some or all landfill operations, including siting and expansion of operations. The laws adopted by municipalities in which our landfills are located may limit or prohibit the expansion of the landfill as well as the amount of waste that we can accept at the landfill on a daily or annual basis and any effort to acquire or expand landfills typically involves a significant amount of time and expense. For example, expansion at our North County Environmental Services, Inc. landfill will require the New Hampshire Supreme Court to overturn a lower court ruling which interpreted a local ordinance to prohibit expansion of the

landfill with respect to 1.3 million tons of capacity, and expansion of our Hyland landfill is subject to the passage of a town-wide referendum. We may not be successful in obtaining new landfill sites or expanding the permitted capacity of any of our current landfills once their remaining disposal capacity has been consumed. If we are unable to develop additional disposal capacity, our ability to achieve economies from the internalization of our waste stream will be limited and we will be required to utilize the disposal facilities of our competitors.

In addition to the costs of complying with environmental laws and regulations, we incur costs defending against environmental litigation brought by governmental agencies and private parties. We are, and also may be in the future, defendants in lawsuits brought by parties alleging environmental damage, personal injury, and/or property damage. For example, we are one of over twenty defendants named in a toxic tort lawsuit filed on July 2, 2001 by residents surrounding three sites in Cheektowaga, New York alleging, among other things, that we have liability as a result of our airspace agreement at the Schultz construction and demolition debris landfill. In addition, we are also a defendant in a lawsuit filed on January 10, 2002 by the City of Biddeford, Maine alleging, among other things, that our subsidiary, Maine Energy, processed amounts of waste above contractual limits without notice to the city. A significant judgment against us could harm our business, our prospects and our reputation. See "Business—Regulation" and "Business—Legal Proceedings."

Our operations would be adversely affected if we do not have access to sufficient capital.

Our ability to remain competitive and sustain our operations depends in part on cash flow from operations and our access to capital. We intend to fund our cash needs primarily through cash from operations and borrowings under our new senior secured credit facilities. However, we may require additional equity and/or debt financing for debt repayment obligations and to fund our growth and operations. In addition, if we undertake more acquisitions or further expand our operations, our capital requirements may increase. We may not have access to the amount of capital that we require from time to time, on favorable terms or at all.

Our results of operations could continue to be affected by changing prices or market requirements for recyclable materials.

Our results of operations have been and may continue to be affected by changing purchase or resale prices or market requirements for recyclable materials. Our recycling business involves the purchase and sale of recyclable materials, some of which are priced on a commodity basis. The resale and purchase prices of, and market demand for, recyclable materials, particularly waste paper, plastic and ferrous and aluminum metals, can be volatile due to numerous factors beyond our control. Although we seek to limit our exposure to fluctuating commodity prices through the use of hedging agreements and long-term supply contracts with customers, these changes have in the past contributed, and may continue to contribute, to significant variability in our period-to-period results of operations.

Our business is geographically concentrated and is therefore subject to regional economic downturns.

Our operations and customers are principally located in the eastern United States. Therefore, our business, financial condition and results of operations are susceptible to regional economic downturns and other regional factors, including state regulations and budget constraints and severe weather conditions. In addition, as we expand in our existing markets, opportunities for growth within these regions will become more limited and the geographic concentration of our business will increase.

Maine Energy may be required to make a payment in connection with the payoff of certain obligations and limited partner loans earlier than we had anticipated and which may exceed the amount of the liability we recorded in connection with the KTI acquisition.

Under the terms of waste handling agreements among the Biddeford-Saco Waste Handling Committee, the cities of Biddeford and Saco, Maine, 13 other muncipalities and our subsidiary Maine Energy, Maine Energy will be required, following the date on which the bonds that financed Maine Energy and certain limited partner loans to Maine Energy are paid in full, to pay a residual cancellation payment to the respective municipalities party to those agreements equal to an aggregate of 18% of the fair market value of the equity of the partners in Maine Energy. In connection with our merger with KTI, we estimated the fair market value of Maine Energy as of the date the limited partner loans are anticipated to be paid in full, and recorded a liability equal to 18% of such amount. Our estimate of the fair market value of Maine Energy may not prove to be accurate, and in the event we have underestimated the value of Maine Energy, we could be required to recognize unanticipated charges, in which case our operating results could be harmed.

In connection with these waste handling agreements, the cities of Biddeford and Saco and the additional 13 municipalities that were parties to the agreements have filed lawsuits in the State of Maine seeking the residual cancellation payments and alleging, among other things, our breach of the waste handling agreement for our failure to pay the residual cancellation payments in connection with the KTI merger, failure to pay off limited partner loans in accordance with the terms of the agreement and processing amounts of waste above contractual limits without issuance of proper notice. The complaint seeks damages for breach of contract and a court order requiring us to provide an accounting of all relevant transactions since May 3, 1996. If the plaintiffs are successful in their claims against us and damages are awarded our operating income in the period in which such a claim is paid would be impacted. See "Business—Legal Proceedings."

We may not be able to effectively compete in the highly competitive solid waste services industry.

The solid waste services industry is highly competitive, has undergone a period of rapid consolidation and requires substantial labor and capital resources. Some of the markets in which we compete or will likely compete are served by one or more of the large national or multinational solid waste companies, as well as numerous regional and local solid waste companies. Intense competition exists not only to provide services to customers, but also to acquire other businesses within each market. Some of our competitors have significantly greater financial and other resources than us. From time to time, competitors may reduce the price of their services in an effort to expand market share or to win a competitively bid contract. These practices may either require us to reduce the pricing of our services or result in our loss of business.

As is generally the case in the industry, some municipal contracts are subject to periodic competitive bidding. We may not be the successful bidder to obtain or retain these contracts. If we are unable to compete with larger and better capitalized companies, or to replace municipal contracts lost through the competitive bidding process with comparable contracts or other revenue sources within a reasonable time period our revenues would decrease and our operating results would be harmed.

In our solid waste disposal markets we also compete with operators of alternative disposal and recycling facilities and with counties, municipalities and solid waste districts that maintain their own waste collection, recycling and disposal operations. These entities may have financial advantages because user fees or similar charges, tax revenues and tax-exempt financing may be more available to them than to us.

Our GreenFiber insulation manufacturing joint venture with Louisiana-Pacific Corporation competes with other parties, principally national manufacturers of fiberglass insulation, which have

substantially greater resources than GreenFiber does, which they could use for product development, marketing or other purposes to our detriment.

Our results of operations and financial condition may be negatively affected if we inadequately accrue for closure and post-closure costs.

We have material financial obligations relating to closure and post-closure costs of our existing landfills and will have material financial obligations with respect to any disposal facilities which we may own or operate in the future. Once the permitted capacity of a particular landfill is reached and additional capacity is not authorized, the landfill must be closed and capped, and post-closure maintenance started. We establish reserves for the estimated costs associated with such closure and post-closure obligations over the anticipated useful life of each landfill on a per ton basis. In addition to the landfills we currently operate, we own four unlined landfills, which are not currently in operation. We have provided and will in the future provide accruals for financial obligations relating to closure and post-closure costs of our owned or operated landfills, generally for a term of 30 years after final closure of a landfill. Our financial obligations for closure or post-closure costs could exceed the amount accrued and reserved or amounts otherwise receivable pursuant to trust funds established for this purpose. Such a circumstance could result in significant unanticipated charges.

Fluctuations in fuel costs could affect our operating expenses and results.

The price and supply of fuel is unpredictable and fluctuates based on events beyond our control, including among others, geopolitical developments, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries and regional production patterns. Because fuel is needed to run our fleet of trucks, price escalations for fuel increase our operating expenses. During fiscal 2003, we used approximately 6.5 million gallons of diesel fuel in our solid waste operations. Although many of our customer contracts permit us to pass on some or all fuel increases to our customers, we may choose not to do so for competitive reasons.

We could be precluded from entering into contracts or obtaining permits if we are unable to obtain third party financial assurance to secure our contractual obligations.

Municipal solid waste collection and recycling contracts, obligations associated with landfill closure and the operation and closure of waste-to-energy facilities may require performance or surety bonds, letters of credit or other means of financial assurance to secure our contractual performance. If we are unable to obtain the necessary financial assurance in sufficient amounts or at acceptable rates, we could be precluded from entering into additional municipal solid waste collection contracts or from obtaining or retaining landfill operating permits. Any future difficulty in obtaining insurance could also impair our ability to secure future contracts conditioned upon the contractor having adequate insurance coverage.

We may be required to write-off capitalized charges or intangible assets in the future, which could harm our earnings.

Any write-off of capitalized costs or intangible assets reduces our earnings and, consequently, could affect the market price of our Class A common stock. In accordance with generally accepted accounting principles, we capitalize certain expenditures and advances relating to our acquisitions, pending acquisitions, landfills and development projects. From time to time in future periods, we may be required to incur a charge against earnings in an amount equal to any unamortized capitalized expenditures and advances, net of any portion thereof that we estimate will be recoverable, through sale or otherwise, relating to (1) any operation that is permanently shut down or has not generated or is not expected to generate sufficient cash flow, (2) any pending acquisition that is not consummated, (3) any landfill or development project that is not expected to be successfully completed, and (4) any

goodwill or other intangible assets that are determined to be impaired. We have incurred such charges in the past.

Our revenues and our operating income experience seasonal fluctuations.

Our transfer and disposal revenues have historically been lower during the months of November through March. This seasonality reflects the lower volume of waste during the late fall, winter and early spring months primarily because: (1) the volume of waste relating to construction and demolition activities decreases substantially during the winter months in the northeastern United States; and (2) decreased tourism in Vermont, Maine and eastern New York during the winter months tends to lower the volume of waste generated by commercial and restaurant customers, which is partially offset by increased volume from the winter ski industry. Since certain of our operating and fixed costs remain constant throughout the fiscal year, operating income is therefore impacted by a similar seasonality. In addition, particularly harsh weather conditions typically result in increased operating costs to our operations.

Our recycling business experiences increased volumes of newspaper in November and December due to increased newspaper advertising and retail activity during the holiday season. Our cellulose insulation joint venture experiences lower sales in November and December because of lower production of manufactured housing due to holiday plant shutdowns.

Efforts by labor unions to organize our employees could divert management attention and increase our operating expenses.

Labor unions regularly make attempts to organize our employees, and these efforts will likely continue in the future. Certain groups of our employees have chosen to be represented by unions, and we have negotiated collective bargaining agreements with these groups. Additional groups of employees may seek union representation in the future, and the negotiation of collective bargaining agreements could divert management attention and result in increased operating expenses and lower net income. If we are unable to negotiate acceptable collective bargaining agreements, we might have to wait through "cooling off" periods, which are often followed by union-initiated work stoppages, including strikes. Depending on the type and duration of any labor disruptions, our revenues could decrease and our operating expenses could increase, which could adversely affect our financial condition, results of operations and cash flows. As of July 1, 2003, approximately 5.1% of our employees involved in collection, transfer, disposal, recycling or other operations, including our employees at our Maine Energy waste-to-energy facility, were represented by unions.

Our Class B common stock has ten votes per share and is held exclusively by John W. Casella and Douglas R. Casella.

The holders of our Class B common stock are entitled to ten votes per share and the holders of our Class A common stock are entitled to one vote per share. At July 1, 2003, an aggregate of 988,200 shares of our Class B common stock, representing 9,882,000 votes, were outstanding, all of which were beneficially owned by John W. Casella, our Chairman and Chief Executive Officer, or by his brother, Douglas R. Casella, a member of our Board of Directors. Based on the number of shares of common stock and Series A redeemable convertible preferred stock outstanding on July 1, 2003, the shares of our Class A common stock and Class B common stock beneficially owned by John W. Casella and Douglas R. Casella represent approximately 30.9% of the aggregate voting power of our stockholders. Consequently, John W. Casella and Douglas R. Casella are able to substantially influence all matters for stockholder consideration, including exercising their influence over us according to interests that may differ from the interests of holders of the notes. For instance, they may approve transactions that in their judgment enhance the value of their equity investment in us despite involving risks to holders of the notes.

Risks Related to Our Indebtedness

We have substantial debt and have the ability to incur additional debt. The principal and interest payment obligations of such debt may restrict our future operations and impair our ability to meet our obligations under the notes.

As of April 30, 2003, after completion of the offering of the old notes, the initial borrowings under our new senior secured credit facilities and the application of the proceeds therefrom, we and our subsidiaries had approximately $310.2 million of outstanding indebtedness (not including letters of credit of approximately $33.4 million). In addition, the terms of the new senior secured credit facilities and the indenture governing the notes permit us to incur additional debt, including up to approximately $141.6 million that is available under the new senior secured credit facilities, subject to our ability to meet certain borrowing conditions. At April 30, 2003, $150.0 million of borrowings under our new senior secured credit facilities bore interest at variable rates. If the interest rate on this portion of our borrowings increased by 100 basis points, our annual debt service would increase by $1.5 million.

Our substantial debt may have important consequences to you. For instance, it could:

•: make it more difficult for us to satisfy our financial obligations, including those relating to the notes;
•: require us to dedicate a substantial portion of any cash flow from operations to the payment of interest and principal due under our debt, including the notes, which will reduce funds available for other business purposes, including capital expenditures and acquisitions;
•: place us at a competitive disadvantage compared with some of our competitors that may have less debt and better access to capital resources; and
•: limit our ability to obtain additional financing required to fund working capital and capital expenditures and for other general corporate purposes.

Our ability to satisfy our obligations and to reduce our total debt depends on our future operating performance and on economic, financial, competitive and other factors, many of which are beyond our control. Our business may not generate sufficient cash flow, and future financings may not be available to provide sufficient net proceeds, to meet these obligations or to successfully execute our business strategy.

The agreements governing the notes and our other debt impose restrictions on our business and limit our ability to undertake certain corporate actions.

The indenture governing the notes and the agreements governing the new senior secured credit facilities contain covenants imposing significant restrictions on our business. These restrictions may limit our ability to operate our business and to take advantage of potential business opportunities as they arise. These covenants place restrictions on our ability to, among other things:

•: incur additional debt;
•: create liens;
•: make certain investments;
•: enter into certain transactions with affiliates;
•: declare or pay dividends, redeem stock or make other distributions to stockholders; and
•: consolidate, merge or transfer or sell assets.

The new senior secured credit facilities also require us to meet a number of financial ratios and covenants.

Our ability to comply with these agreements may be affected by events beyond our control, including prevailing economic, financial and industry conditions. These covenants could limit our ability to take advantage of financing, merger and acquisitions or other corporate opportunities. The breach of any of these covenants or restrictions could result in a default under the indenture governing the notes or the new senior secured credit facilities. An event of default under our debt agreements would permit some of our lenders to declare all amounts borrowed from them to be due and payable, together with accrued and unpaid interest, and the commitments of the senior lenders to make further extensions of credit under the new senior secured credit facilities could be terminated. If we were unable to repay debt to our senior lenders, these lenders could proceed against the collateral securing that debt. In addition, acceleration of our other indebtedness may cause us to be unable to make interest payments on the notes and repay the principal amount of the notes or may cause the subsidiary guarantors to be unable to make payments under the guarantees.

Risks Related to the Exchange Offer and the Notes

If you fail to exchange your old notes, they will continue to be restricted securities and may become less liquid.

Old notes which you do not tender or we do not accept will, following the exchange offer, continue to be restricted securities. You may not offer or sell untendered old notes except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue new notes in exchange for the old notes pursuant to the exchange offer only following the satisfaction of procedures and conditions described elsewhere in this prospectus. These procedures and conditions include timely receipt by the exchange agent of the old notes and of a properly completed and duly executed letter of transmittal.

Any old note tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the old notes outstanding. Following the exchange offer, if you did not tender your old notes you generally will not have any further registration rights and your old notes will continue to be subject to transfer restrictions. Because we anticipate that most holders of old notes will elect to exchange their old notes, we expect that the liquidity of the market for any old notes remaining after the completion of the exchange offer may be substantially limited.

The new notes will be unsecured and subordinated to our senior debt.

The new notes will rank junior to all of our existing and future senior debt, including borrowings under the new senior secured credit facilities. The new notes will be guaranteed on a senior subordinated basis by most of our direct and indirect subsidiaries. These guarantees will be subordinated to all existing and future senior debt of the guarantors. Our senior debt includes all debt that is not expressly subordinated to or ranked pari passu with the notes or the guarantees, subject to certain exceptions. In addition, the new notes will not be secured by any of our assets or any assets of our subsidiaries. As a result, the new notes will be effectively subordinated to all of our and our subsidiaries' secured indebtedness to the extent of the value of the assets securing such indebtedness. As of April 30, 2003, the notes and the subsidiary guarantees would have been subordinated in right of payment to approximately $160.2 million of indebtedness (not including letters of credit of approximately $33.4 million). In addition, we are permitted under the indenture governing the notes to redeem our Series A redeemable convertible preferred stock to the extent it is still outstanding at the mandatory redemption date, which is August 11, 2007. See "Description of Certain Indebtedness and Preferred Stock" and "Description of the New Notes—Certain Covenants—Restricted Payments."

You may not be fully repaid on your notes if we or a subsidiary guarantor is declared bankrupt, becomes insolvent, is liquidated or reorganized, defaults on payment under the new senior secured credit facilities or other senior debt or commits a default causing the acceleration of the maturity of

our debt. In such a case, holders of any debt, including debt under the new senior secured credit facilities, that ranks senior to the notes will be entitled to be paid in full from our assets and the assets of our subsidiaries before any payment may be made with respect to the notes or the guarantees. As a result, we may not have sufficient assets to fully repay the notes. An event of default under our senior debt also may prohibit us and the guarantors of the notes from paying the obligations under the notes or the guarantees.

Because we are a holding company, the notes will be effectively subordinated to the claims of the creditors of our non-guarantor subsidiaries.

We conduct a substantial portion of our business through our subsidiaries. Our board of directors may designate any subsidiary of ours as a non-guarantor subsidiary if the designation is made in compliance with the terms of the indenture governing the notes. Any subsidiary so designated will not guarantee the notes. Claims of creditors of our non-guarantor subsidiaries, including trade creditors, will generally have priority with respect to the assets and earnings of such subsidiaries over the claims of creditors of Casella Waste Systems, including holders of the notes. The indenture governing the notes permits the incurrence of certain additional indebtedness by our non-guarantor subsidiaries in the future. See "Description of the New Notes—Subsidiary Guarantees" and "Description of the New Notes—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."

We may be unable to purchase the notes upon a change in control.

Upon the occurrence of a change of control, as defined in the indenture governing the notes, we will be required to offer to purchase the notes in cash at a price equal to 101% of the principal amount of the notes, plus accrued interest and liquidated damages, if any. A change in control will constitute an event of default under the new senior secured credit facilities and may trigger similar rights under our other indebtedness then outstanding. In the event of a change in control, we may not have sufficient funds to purchase all of the notes and to repay the amounts outstanding under the new senior secured credit facilities or other indebtedness. Further, payment of the purchase price of the notes is subordinated to the prior payment of our senior debt.

A court could void our subsidiaries' guarantees of the notes under fraudulent transfer laws.

Although the guarantees provide you with a direct claim against the assets of the subsidiary guarantors, under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims with respect to a guarantee could be subordinated to all other debts of that guarantor. In addition, a court could void (i.e., cancel) any payments by that guarantor pursuant to its guarantee and require those payments to be returned to the guarantor or to a fund for the benefit of the other creditors of the guarantor.

The court might take these actions if it found, among other things, that when a subsidiary guarantor executed its guarantee (or, in some jurisdictions, when it became obligated to make payments under its guarantee):

•

such subsidiary guarantor received less than reasonably equivalent value or fair consideration for the incurrence of its guarantee; and

•

such subsidiary guarantor:

•: was (or was rendered) insolvent by the incurrence of the guarantee;
•: was engaged or about to engage in a business or transaction for which its assets constituted unreasonably small capital;

•: intended to incur, or believed that it would incur, obligations beyond its ability to pay as those obligations matured; or
•: was a defendant in an action for money damages, or had a judgment for money damages docketed against it and, in either case, after final judgment, the judgment was unsatisfied.

A court would likely find that a subsidiary guarantor received less than fair consideration or reasonably equivalent value for its guarantee to the extent that it did not receive direct or indirect benefit from the issuance of the notes. A court could also void a guarantee if it found that the subsidiary issued its guarantee with actual intent to hinder, delay, or defraud creditors.

Although courts in different jurisdictions measure solvency differently, in general, an entity would be deemed insolvent if the sum of its debts, including contingent and unliquidated debts, exceeds the fair value of its assets, or if the present fair salable value of its assets is less than the amount that would be required to pay the expected liability on its debts, including contingent and unliquidated debts, as they become due.

If a court voided a guarantee, it could require that noteholders return any amounts previously paid under such guarantee. If any guarantee were voided, noteholders would retain their rights against us and any other subsidiary guarantors, although those entities' assets may not be sufficient to pay the notes in full.

There is no public market for the notes, and we cannot be sure that a market for the notes will develop.

There has been no public market for any of the notes. Despite our registration of the issuance of the new notes that we are offering in the exchange offer:

•: the liquidity of any such market that may develop may be limited;
•: you may not be able to sell your notes at a particular time; and
•: the prices at which you may be able to sell your notes may not be favorable.

The notes are eligible for trading in The PORTAL Market of the National Association of Securities Dealers, Inc. If any of the notes are traded after their initial issuance, they may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar securities and other factors, including general economic conditions, our financial condition, performance and prospects and prospects for companies in our industry generally. In addition, the liquidity of the trading market in the notes and the market prices quoted for the notes may be limited by changes in the overall market for high-yield securities.

The initial purchasers of the old notes are not obligated to make a market in the notes and any such market-making may be discontinued at any time at the sole discretion of the initial purchasers. As a result, an active trading market for the notes may not develop.

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. In consideration for issuing the new notes, we will receive old notes from you in like principal amount. The old notes surrendered in exchange for the new notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the new notes will not result in any change in our indebtedness.

The proceeds from the sale of the old notes and our new senior secured credit facilities were used to repay our old revolving credit facility and term loan. Our old revolving credit facility had a maturity date of December 14, 2004 and, at January 23, 2003, bore interest at a weighted average rate of approximately 8.2% per annum after giving effect to interest rate swaps. Our old term loan had a maturity date of December 14, 2006 and, at January 23, 2003, bore interest at a weighted average rate of approximately 8.5% per annum after giving effect to interest rate swaps.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of April 30, 2003. This table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the related notes.

			April 30, 2003
			(in millions)
Cash and cash equivalents			$	15.6

Long term debt, including current portion of long-term debt
	New revolving credit facility (1)		$	—
	New term loan (1)			150.0
	Capital leases			3.3
	Other debt (2)			6.9
	Senior subordinated notes offered hereby			150.0

		Total debt		310.2

Series A redeemable convertible preferred stock (3)				63.8
Total stockholders' equity				119.2

		Total capitalization	$	493.2

(1): Concurrently with the completion of the offering of the old notes, we entered into new senior secured credit facilities consisting of a term loan in the aggregate principal amount of $150.0 million and a revolving credit facility in the aggregate principal amount of $175.0 million. As of April 30, 2003, we had letters of credit outstanding in the aggregate principal amount of $33.4 million. These letters of credit were replaced by new letters of credit under the new senior secured credit facilities. As a result, as of April 30, 2003, we had available borrowing capacity under our new $175.0 million revolving credit facility of up to $141.6 million, subject to our ability to meet borrowing conditions. See "Description of Certain Indebtedness and Preferred Stock—New Senior Secured Credit Facilities."
(2): Represents notes payable in connection with acquired businesses.
(3): We are permitted under the indenture governing the notes to redeem our Series A redeemable convertible preferred stock to the extent it is still outstanding at the mandatory redemption date, which is August 11, 2007. See "Description of Certain Indebtedness and Preferred Stock—Series A Redeemable Convertible Preferred Stock."

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

The selected consolidated financial statements of operations and operating data for the five years in the period ended April 30, 2003 and the selected consolidated balance sheet data as of April 30, 1999, 2000, 2001, 2002 and 2003 are derived from our audited consolidated financial statements. You should read the following selected historical consolidated financial and operating data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

			Fiscal Year Ended April 30,
			1999 (1)			2000 (1)			2001 (1)			2002 (1)			2003 (1)
			(dollars in thousands)
Statement of Operations Data:
	Revenues		$	179,264		$	315,263		$	480,366		$	421,235		$	420,863
	Cost of operations			106,893			193,341			321,214			276,693			278,347
	General and administrative			26,210			40,765			64,079			54,456			55,772
	Depreciation and amortization			25,334			38,670			53,411			50,712			47,930

		Operating income before unusual charges		20,827			42,487			41,662			39,374			38,814
	Merger and restructuring charges			1,951			1,490			4,151			(438	)		—
	Impairment, legal and other charges			—			—			85,500			—			4,864

		Operating income (loss)		18,876			40,997			(47,989	)		39,812			33,950
	Interest expense			5,641			16,906			41,628			31,451			26,572
	Interest income			(77	)		(1,234	)		(2,974	)		(904	)		(318	)
	(Income) loss from equity method investments, net			—			1,062			26,256			(1,899	)		(2,073	)
	Minority interest			—			502			1,026			(154	)		(152	)
	Other (income)/expense, net			(353	)		640			76			(4,480	)		(1,599	)

	Income (loss) from continuing operations before income taxes, discontinued operations, extraordinary loss and cumulative effect of change in accounting principle			13,665			23,121			(114,001	)		15,798			11,520
	Provision (benefit) for income taxes			7,315			11,148			(20,443	)		5,111			5,292
	Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle			6,350			11,973			(93,558	)		10,687			6,228
	Loss from discontinued operations, net			265			1,101			(4,130	)		—			—
	Estimated loss on disposal of discontinued operations, net			—			(1,393	)		(2,657	)		(4,096	)		—
	Reclassification from discontinued operations, net			—			—			(1,190	)		1,140			50
	Extraordinary loss—Early extinguishment of debt, net			—			(631	)		—			—			(2,170	)
	Cumulative effect of change in accounting principle, net of taxes			—			—			—			(250	)		(63,916	)

	Net income (loss)			6,615			11,050			(101,535	)		7,481			(59,808	)
	Preferred stock dividend and put warrants			—			—			1,970			3,010			3,094

	Net income (loss) available to common stockholders		$	6,615		$	11,050		$	(103,505	)	$	4,471		$	(62,902	)

		As of April 30,
		1999 (1)			2000 (1)		2001 (1)		2002 (1)			2003 (1)
		(dollars in thousands)
Balance Sheet Data:
	Cash and cash equivalents	$	4,195		$	7,788	$	22,001	$	4,298		$	15,652
	Working capital, net of cash and cash equivalents (2)		(1,515	)		106,580		33,056		(635	)		(4,847	)
	Property, plant and equipment		128,374			369,261		290,537		287,206			302,328
	Goodwill		98,086			251,912		225,969		219,729			159,682
	Total assets		282,228			860,470		686,293		621,611			602,641
	Total debt (3)		94,083			450,507		363,223		288,848			310,179
	Redeemable preferred stock		—			—		57,720		60,730			63,824
	Stockholders' equity		148,554			274,718		172,951		176,796			119,152

		Fiscal Year Ended April 30,
		1999 (1)			2000 (1)			2001 (1)			2002 (1)			2003 (1)
		(dollars in thousands)
Other Operating Data:
	Net cash provided by operating activities	$	37,462		$	48,398		$	63,261		$	67,687		$	64,952
	Net cash used in investing activities		(95,690	)		(155,088	)		(55,565	)		(9,533	)		(61,208	)
	Net cash provided by (used in) financing activities		59,154			116,423			18,765			(70,065	)		7,610
	Capital expenditures		54,118			68,575			61,518			37,674			41,925
	Ratio of earnings to fixed charges (4)		3.13	x		2.37	x		—			1.43	x		1.39	x
	Ratio of pro forma earnings to pro forma fixed charges (5)														1.41	x

(1): We have revised our consolidated statements of operations, consolidated statements of cash flows and consolidated balance sheets to reflect the discontinuation of certain operations during fiscal years 2000 and 1999. In the fourth quarter of fiscal year 2003, we entered into negotiations with employees for the transfer of our domestic brokerage operations and a commercial recycling business in exchange for notes receivable of approximately $5.0 million, payable to the extent of cash flow of the businesses. In June 2003, we completed the transaction. The commercial recycling business had been accounted for as a discontinued operation since fiscal year 2001. Due to the nature of the transaction, we could not retain discontinued accounting treatment for this operation. Therefore the commercial recycling operating results have been reclassified from discontinued to continuing operations for fiscal years 2001, 2002 and 2003. In connection with the discontinued accounting treatment in fiscal year 2001, estimated future losses from the operations were recorded and classified as losses from discontinued operations. This amount has been reclassified and offset against actual loss from operations in fiscal years 2001, 2002 and 2003. See Note 18 to our audited consolidated financial statements included in this prospectus.
(2): Working capital, net is defined as current assets, excluding cash and cash equivalents, minus current liabilities.
(3): Total debt includes capital leases.
(4): For purposes of determining the ratio of earnings to fixed charges, "earnings" consists of income from continuing operations before income taxes, discontinued operations, extraordinary item, cumulative effect of a change in accounting principle, fixed charges, minority interests and (income) loss from equity method investments plus distributed income from equity method investees less interest capitalized. "Fixed charges" consists of interest, amortization of deferred financing costs and interest capitalized. For fiscal year 2001, earnings were insufficient to cover fixed charges by $87,092.
(5): Ratio of pro forma earnings to pro forma fixed charges adjusts for pro forma interest which gives effect to the offering of the old notes, the initial borrowings under our new senior secured credit facilities and the use of proceeds therefrom, as if these transactions occurred at the beginning of the period presented.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the "Risk Factors" section of this prospectus. Our actual results may differ materially from those contained in any forward-looking statements.

Casella is a vertically-integrated regional solid waste services company that provides collection, transfer, disposal and recycling services to residential, industrial and commercial customers, primarily in the eastern region of the United States. As of July 1, 2003, we owned and/or operated five Subtitle D landfills, two landfills permitted to accept construction and demolition materials, 37 solid waste collection operations, 33 transfer stations, 37 recycling facilities and one waste-to-energy facility, as well as a 50% interest in a joint venture that manufactures, markets and sells cellulose insulation made from recycled fiber.

From May 1, 1994 through December 1999, we acquired 161 solid waste collection, transfer and disposal operations. In December 1999, we acquired KTI. KTI assets which we considered core to our operations included interests in waste-to-energy facilities in Maine, significant residential and commercial recycling operations, transfer and collection operations which were "tuck-ins" to existing operations and cellulose insulation manufacturing operations. In addition, KTI's assets included a number of businesses that were not core to our operating strategy. Following our acquisition of KTI, we focused on the integration of KTI and the divestiture of non-core KTI assets, which has now been completed. As part of the divestiture program, in the fourth quarter of fiscal year 2001 we incurred non-recurring charges of $111.7 million, of which $90.6 million was non-cash. The divestiture program resulted in aggregate consideration of $107.6 million, including cash proceeds of $61.7 million which were used to reduce our indebtedness. The divestitures reduced revenues in fiscal year 2002 by $54.9 million from fiscal year 2001.

Since December 1999, we have made 33 acquisitions. Eight of our acquisitions during the three years ended April 30, 2000 were accounted for as poolings of interests. Under the rules governing poolings of interests, our financial statements were restated for all years prior to the acquisitions to reflect the financial position, results of operations and cash flows of the merged entities as if they had been one company for all prior periods presented in the accompanying financial statements. All of our other acquisitions, including KTI, were accounted for under the purchase method of accounting. Under the rules of purchase accounting, the acquired companies' revenues and results of operations have been included together with those of ours from the actual dates of the acquisitions and materially affect the period-to-period comparisons of our historical results of operations. As pooling accounting has been eliminated, all future acquisitions will be accounted for under the purchase method.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the notes to our consolidated financial statements contained elsewhere in this prospectus.

Landfill Accounting—Capitalized Costs and Amortization

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, Accounting for Asset Retirement Obligations, which outlines standards for accounting for an obligation associated with the retirement of a long-lived tangible asset and the associated retirement costs. This standard will impact our accounting for landfill closure and post-closure obligations. See Note 1(q) of our consolidated financial statements for discussion of our adoption of SFAS 143, effective May 1, 2003, and the related impact on our landfill accounting. The following discussion of our landfill accounting is based on our accounting practices in effect during fiscal year 2003, prior to the adoption of SFAS 143.

We use life-cycle accounting and the units-of-production method to recognize certain landfill costs. Under life-cycle accounting, all costs related to the acquisition, construction, closure and post-closure of landfill sites are capitalized or accrued and charged to income based on tonnage placed into each site. Capitalized landfill costs include expenditures for land and related airspace, permitting costs and preparation costs. Landfill permitting and preparation costs represent only direct costs related to these activities, including legal, engineering and construction. Landfill preparation costs include the costs of construction associated with excavation, liners, site berms and the installation of leak detection and leachate collection systems. Interest is capitalized on landfill permitting and construction projects while the assets are undergoing activities to ready them for their intended use. Management routinely reviews its investment in operating landfills, transfer stations and other significant facilities to determine whether the costs of these investments are realizable. Our judgments regarding the existence of impairment indicators are based on regulatory factors, market conditions and the operational performance of our landfills. Future events could cause us to conclude that impairment indicators exist and that our landfill carrying costs are impaired. Any resulting impairment charge could have a material adverse effect on our financial condition and results of operations.

Landfill permitting, acquisition and preparation costs are amortized on the units-of-production method as landfill airspace is consumed. In determining the amortization rate for these landfills, preparation costs include the total estimated costs to complete construction of the landfills' permitted and permittable capacity. To be considered permittable, airspace must meet all of the following criteria:

•: we control the land on which the expansion is sought;
•: all technical siting criteria have been met or a variance has been obtained or is reasonably expected to be obtained;
•: we have not identified any legal or political impediments which we believe will not be resolved in our favor;
•: we are actively working on obtaining any necessary permits and we expect that all required permits will be received within the next two to five years; and
•: senior management has approved the project.

Units-of-production amortization rates are determined annually for each of our operating landfills. The rates are based on estimates provided by our engineers and accounting personnel and consider the information provided by surveys, which are performed at least annually. Significant changes in our estimates could materially increase our landfill depletion rates, which could have a material adverse effect on our financial condition and results of operations. In determining estimated future landfill permitting, acquisition, construction and preparation costs, we consider the landfill costs associated with permitted and permittable airspace. Our estimate of future landfill permitting, acquisition, construction and preparation costs for the year ended April 30, 2003 increased to $157.6 million as compared to $149.1 million for the year ended April 30, 2002 and $26.1 million for the year ended April 30, 2001, primarily as a result of additional permitted and permittable airspace at our existing landfills, which increased to approximately 30 million tons as of April 30, 2003 as compared to 26 million tons as of

April 30, 2002 and 10 million tons as of April 30, 2001. The average landfill amortization rate per ton for the years ended April 30, 2003, 2002 and 2001 was $6.43, $5.81 and $4.91, respectively. Landfill amortization expense for the years ended April 30, 2003, 2002 and 2001 was $13.3 million, $10.3 million and $7.9 million, respectively.

Landfill Accounting—Accrued Closure and Post-Closure Costs

Accrued closure and post-closure costs represent future estimated costs related to monitoring and maintenance of a solid waste landfill, after a landfill facility ceases to accept waste and closes. We estimate, based on input from our engineers, accounting personnel and consultants, our future cost requirements for closure and post-closure monitoring and maintenance based on our interpretation of the technical standards of the Subtitle D regulations and the air emissions standards under the Clean Air Act as they are being applied on a state-by-state basis. Closure and post-closure accruals for the cost of monitoring and maintenance include final capping of the site, site inspection, groundwater monitoring, leachate management, methane gas control and recovery, and operation and maintenance costs to be incurred during the period after the facility closes.

We provide accruals for these estimated future costs on an undiscounted basis as the remaining permitted airspace of such facilities is consumed. Significant reductions in our estimates of the remaining lives of our landfills or significant increases in our estimates of the landfill closure and post-closure maintenance costs could have a material adverse effect on our financial condition and results of operations. In determining estimated future closure and post-closure costs, we consider costs associated with permitted and permittable airspace. Our estimate of future closure and post-closure costs is $82.4 million for the year ended April 30, 2003, as compared to $83.0 million for the year ended April 30, 2002 and $46.0 million for the year ended April 30, 2001. Additional permitted and permittable airspace at our existing landfills increased to approximately 30 million tons as of April 30, 2003, as compared to 26 million tons as of April 30, 2002 and 10 million tons as of April 30, 2001. The average landfill closure and post-closure expense per ton was $4.07, $3.75 and $3.68 for the years ended April 30, 2003, 2002 and 2001, respectively.

Accrued closure and post-closure costs include the current and non-current portion of costs associated with obligations for closure and post-closure of our landfills. The changes to accrued closure and post-closure liabilities are as follows:

	Years Ended April 30,
	2001			2002			2003
Balance, beginning of year	$	12,276		$	17,230		$	24,772
Charged to operating expense		5,917			6,665			8,400
Spending applied against the accrual (1)		(675	)		(408	)		(9,164	)
Acquisitions and other adjustments (2)		(288	)		1,285			1,941

Balance, end of year	$	17,230		$	24,772		$	25,949

(1): Spending levels increased in fiscal year 2003 mainly due to closure activities at our Woburn, Massachusetts and Pine Tree, Maine landfills.
(2): In fiscal year 2002, we recorded additional post-closure accruals relating to one of our construction and demolition landfills. In fiscal year 2003, we recorded closure and post-closure accruals relating to the Hardwick landfill acquisition.

We estimate our future closure and post-closure costs in order to determine the closure and post-closure expense per ton of waste placed into each landfill as further described in Note 1(l) to our consolidated financial statements. The anticipated timeframe for paying these costs varies based on the remaining useful life of each landfill, as well as the duration of the post-closure monitoring period.

Based on our permitted and permittable airspace at April 30, 2003, we expect to make payments relative to closure and post-closure activities from fiscal 2004 through fiscal 2092.

Asset Impairment

In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, we continually review our long-lived assets for impairment whenever events or changes in circumstances indicate that the remaining estimated useful life of such assets might warrant revision or that the balances may not be recoverable. We evaluate possible impairment by comparing estimated future cash flows, before interest expense and on an undiscounted basis, with the net book value of long-term assets including amortizable intangible assets. If undiscounted cash flows are insufficient to recover assets, further analysis is performed in order to determine the amount of the impairment. An impairment loss is then recorded equal to the amount by which the carrying amount of the assets exceeds their fair value. Fair value is usually determined based on the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. In instances where goodwill is identified with assets that are subject to an impairment loss, the carrying amount of the identified goodwill is reduced before making any reduction to the carrying amounts of other long-lived assets.

We adopted SFAS No. 142 effective May 1, 2002 and have eliminated the amortization of goodwill and annually assess goodwill impairment by applying a fair value based test. SFAS No. 142 requires that any goodwill recorded in connection with an acquisition consummated on or after July 1, 2001 not be amortized.

Bad Debt Allowance

Estimates are used in determining our allowance for bad debts and are based on our historical collection experience, current trends, credit policy and a review of our accounts receivable by aging category. Our reserve is evaluated and revised on a monthly basis.

Self-Insurance Liabilities and Related Costs

We are self insured for vehicles and workers compensation. The liability for unpaid claims and associated expenses, including incurred but not reported losses, is determined by a third party actuary and reflected in our consolidated balance sheet as an accrued liability. We use a third party to track and evaluate actual claims experience for consistency with the data used in the annual actuarial valuation. The actuarially determined liability is calculated in part by our past claims experience, which considers both the frequency and settlement amount of claims.

Discontinued Operations

In April 2001, we adopted a formal plan to dispose of our tire processing, commercial recycling and mulch recycling businesses. We have accounted for these planned dispositions in accordance with APB Opinion No. 30, Reporting the Effects of Disposal of a Segment of a Business, and accordingly, the discontinued businesses are carried at estimated net realizable value less costs to be incurred through the date of disposition. Assets held for sale and liabilities of operations held for sale are stated at their expected realizable values and have been separately classified in the accompanying consolidated balance sheets.

Income Tax Accruals

We record income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Under SFAS No. 109, deferred income taxes are recognized based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated

using currently enacted tax rates. Management judgment is required in determining our provision for income taxes and liabilities and any valuation allowance recorded against our net deferred tax assets. Valuation allowances have been established for the possibility that tax benefits may not be realized for certain deferred tax assets.

General

Revenues

Our revenues in our Eastern, Central and Western regions are attributable primarily to fees charged to customers for solid waste disposal and collection, landfill, waste-to-energy, transfer and recycling services. We derive a substantial portion of our collection revenues from commercial, industrial and municipal services that are generally performed under service agreements or pursuant to contracts with municipalities. The majority of our residential collection services are performed on a subscription basis with individual households. Landfill, waste-to-energy facility and transfer customers are charged a tipping fee on a per ton basis for disposing of their solid waste at our disposal facilities and transfer stations. The majority of our disposal and transfer customers are under one to ten year disposal contracts, with most having clauses for annual cost of living increases. Recycling revenues, which are included in FCR and in the Eastern, Central and Western regions, consist of revenues from the sale of recyclable commodities and operations and maintenance contracts of recycling facilities for municipal customers. FCR revenues include revenues from brokerage operations.

Effective August 1, 2000, we contributed our cellulose insulation assets to a joint venture with Louisiana-Pacific, and accordingly, since that date have recognized half of the joint venture's net income/(loss) on the equity method in our results of operations. In the "Other" segment, we have ancillary revenues including residue recycling and major customer accounts.

Our revenues are shown net of intercompany eliminations. We typically establish our intercompany transfer pricing based upon prevailing market rates. The table below shows, for the periods indicated, the percentage of our total revenues attributable to services provided. Collection revenues as a percentage of our total revenues in fiscal year 2003 compared to fiscal year 2002 remained unchanged. Collection revenues increased as a percentage of total revenues in fiscal year 2002 compared to fiscal year 2001 due to the effects of price and volume increases. The increase in fiscal year 2003 landfill/disposal facilities revenues compared to fiscal year 2002 is mainly due to increased volumes during the first part of 2003 compared to the same period in 2002. The decrease in fiscal year 2002 landfill/disposal facilities revenues compared to fiscal year 2001 is mainly attributable to the disposition of our majority interest in Penobscot Energy Recovery Company ("PERC"), which occurred late in fiscal year 2001. Transfer revenues as a percentage of total revenues have continued to increase between years due to an increase in transfer volumes. The increase in recycling revenues as a percentage of total revenues in fiscal year 2002 compared to the prior year is due to higher volumes partially offset by lower average prices. The increase in recycling revenues as a percentage of total revenues in fiscal year 2003 compared to fiscal year 2002 is due to higher commodity prices and volumes. The increase in recycling revenues as a percentage of total revenues in fiscal year 2002 compared to the prior year is due to higher volumes partially offset by lower average prices. The decrease in brokerage revenues as a percentage of revenues in fiscal year 2003 compared to fiscal year 2002 is due to lower commodity prices and volumes as well as the transfer of the export business to the employees of that unit in September 2002. Our domestic brokerage operations, constituting the remainder of our brokerage revenues, were transferred effective June 30, 2003 to the employees of that unit. The decrease in our brokerage revenues as a percentage of revenues in fiscal year 2002 compared to the prior year is primarily attributable to the overall effects of commodity prices. The decrease in our other revenues as

a percentage of revenues during fiscal year 2003 and 2002 is primarily attributable to divestitures made during both periods.

	% of Revenues (1)
	Fiscal Year
	2001		2002		2003
Collection	42.8	%	46.7	%	46.7	%
Landfill/disposal facilities	16.3		13.7		14.3
Transfer	7.7		10.8		11.3
Recycling	11.9		15.5		19.0
Brokerage	14.7		11.9		8.7
Other	6.6		1.4		0.0

Total revenues	100.0	%	100.0	%	100.0	%

(1): We revised percentages of total revenues for fiscal year 2002 and fiscal year 2001 to conform with our classification of revenues attributable to services provided in fiscal year 2003.

Operating Expenses

Cost of operations includes labor, tipping fees paid to third party disposal facilities, fuel, maintenance and repair of vehicles and equipment, worker's compensation and vehicle insurance, the cost of purchasing materials to be recycled, third party transportation expense, district and state taxes, host community fees and royalties. Landfill operating expenses also include a provision for closure and post-closure expenditures anticipated to be incurred in the future, and leachate treatment and disposal costs.

General and administration expenses include management, clerical and administrative compensation and overhead, professional services and costs associated with our marketing, sales force and community relations efforts.

Depreciation and amortization expense includes depreciation of fixed assets over the estimated useful life of the assets using the straight-line method, amortization of landfill airspace assets under the units-of-production method, and the amortization of intangible assets using the straight-line method. Goodwill and other intangible assets deemed to have indefinite lives are no longer amortized but will be subject to annual impairment tests. The amount of landfill amortization expense related to airspace consumption can vary materially from landfill to landfill depending upon the purchase price and landfill site and cell development costs. We depreciate all fixed and intangible assets, excluding non-depreciable land, down to a zero net book value, and do not apply a salvage value to any of our fixed assets.

We capitalize certain direct landfill development costs, such as engineering, permitting, legal, construction and other costs associated directly with the expansion of existing landfills. Additionally, we also capitalize certain third party expenditures related to pending acquisitions, such as legal and engineering costs. We will have material financial obligations relating to closure and post-closure costs of our existing landfills and any disposal facilities which we may own or operate in the future. We have provided and will in the future provide accruals for future financial obligations relating to closure and post-closure costs of our landfills (generally for a term of 30 years after final closure) based on engineering estimates of consumption of permitted landfill airspace over the useful life of any such landfill. Our financial obligations for closure or post-closure costs may exceed the amount accrued and reserved or amounts otherwise receivable pursuant to trust funds. We routinely evaluate all such capitalized costs, and expense those costs related to projects not likely to be successful. Internal and indirect landfill development and acquisition costs, such as executive and corporate overhead, public relations and other corporate services, are expensed as incurred.

Results of Operations

The following table sets forth for the periods indicated the percentage relationship that certain items from our consolidated statements of operations bear in relation to revenues.

	% of Revenues
	Fiscal Year Ended April 30,
	2001		2002		2003
Revenues	100.0	%	100.0	%	100.0	%
Cost of operations	66.9		65.7		66.1
General and administration	13.3		12.9		13.2
Depreciation and amortization	11.1		12.0		11.4
Impairment charge	16.6		—		1.2
Restructuring charge	0.9		(0.1	)	—
Legal settlements	0.9		—		—
Other miscellaneous charges	0.3		—		—

Operating income (loss)	(10.0	)	9.5		8.1
Interest expense, net	8.0		7.3		6.2
(Income) loss from equity method investments, net	5.5		(0.5	)	(0.5	)
Other (income)/expense, net	0.2		(1.1	)	(0.4	)
Provision (benefit) for income taxes	4.3		(1.2	)	(1.3	)

Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle	(19.4	)%	2.6	%	1.5	%

Fiscal Year 2003 versus Fiscal Year 2002

Revenues. Revenues decreased $0.3 million, or 0.1%, to $420.9 million in fiscal year 2003 from $421.2 million in fiscal year 2002. Divested businesses accounted for a decrease of approximately $26.2 million. These decreases were offset by price and volume increases in the core solid waste business amounting to $2.3 million, higher commodity prices and volumes represented $21.4 million and the positive rollover effect of acquisitions amounted to approximately $2.2 million.

Cost of operations. Cost of operations increased $1.6 million, or 1.0%, to $278.3 million in fiscal year 2003 from $276.7 million in fiscal year 2002. Cost of operations as a percentage of revenues increased to 66.1% in fiscal year 2003 from 65.7% in fiscal year 2002. This increase arose mainly from higher insurance costs, partially offset by operating improvements in direct labor and lower commodity purchases resulting from the sale of the export brokerage business. The increased insurance costs arose mainly from a negative actuarial adjustment of $1.5 million related to our captive insurance company in fiscal 2003 versus a positive adjustment of $2.8 million in fiscal 2002.

General and administration. General and administration expenses increased $1.3 million, or 2.4%, to $55.8 million in fiscal year 2003 from $54.5 million in fiscal year 2002. General and administration expenses increased slightly as a percentage of revenues to 13.2% in fiscal year 2003 from 12.9% in fiscal year 2002. The increase in general and administration expenses was primarily the result of legal and insurance expenses.

Depreciation and amortization. Depreciation and amortization expense decreased $2.8 million, or 0.6%, to $47.9 million in fiscal year 2003 from $50.7 million in fiscal year 2002. The decrease was mainly attributable to the Company adopting SFAS 142 which eliminates recognition of goodwill amortization, partially offset by higher landfill amortization expense due to volume increases.

Depreciation and amortization expense as a percentage of revenues decreased to 11.4% in fiscal year 2003 from 12.0% in fiscal year 2002.

Interest expense, net. Net interest expense decreased $4.3 million, or 14.1%, to $26.3 million in fiscal year 2003, from $30.6 million in fiscal year 2002. This decrease is primarily attributable to lower average debt balances and lower interest rates on variable rate debt in the current year, versus the prior period. Interest expense, as a percentage of revenues, decreased to 6.2% in fiscal year 2003 from 7.3% in fiscal year 2002.

Impairment charge. In the fourth quarter of fiscal 2003 we recorded an impairment charge of $4.9 million to adjust the book value of the domestic brokerage and commercial recycling businesses to net realizable value.

(Income) loss from equity method investments, net. Income from equity method investments in fiscal year 2003 of $2.1 million and $1.9 million in fiscal year 2002 reflects equity income in our 50% joint venture interest in GreenFiber.

Minority interest. This amount represented the minority owners' interest in our majority owned subsidiary American Ash Recycling of Tennessee, Ltd, which was dissolved in February 2003.

Other (income)/expense, net. Other income was $1.6 million in fiscal year 2003 compared to $4.5 million in other expenses in fiscal year 2002. This decrease is attributable to the difference in gain on divestitures. In addition there was a gain of $1.2 million in fiscal year 2003 related to a settlement with Oakhurst Company, Inc., partially offset by a $1.6 million charge for interest rate swap unwind costs.

Provision (benefit) for income taxes. Provision for income taxes increased $0.2 million for fiscal year 2003 to $5.3 million from $5.1 million for fiscal year 2002. The effective tax rate increased to 45.9% for fiscal year 2003 from 32.4% for fiscal year 2002. This was primarily due to an increase in the valuation allowance for loss carryforwards, nondeductible impairment of goodwill and the loss on the sale of a significant portion of our interest in New Heights in fiscal year 2002, partially offset by the decrease in nondeductible goodwill amortization, recognition of additional tax losses from New Heights and the elimination of capital loss carryforwards.

Reclassification from discontinued operations, net. In the fourth quarter of fiscal 2003, we entered into negotiations with former employees for the transfer of our domestic brokerage operation and a commercial recycling business. The commercial recycling business had been accounted for as a discontinued operation since fiscal 2001. Due to the nature of the transaction, we could not retain discontinued accounting treatment for this operation. Therefore the commercial recycling business has been reclassified from discontinued to continuing operations for fiscal 2001, 2002 and 2003. In fiscal 2001, we estimated and accrued for anticipated future losses from this business which were recorded and classified as losses from discontinued operations. This amount has been reclassified and offset against actual losses from operations in fiscal 2001, 2003 and 2003.

Estimated loss on disposal of discontinued operations, net. The estimated loss on disposal of discontinued operations for the fiscal year 2002 is primarily due to the loss on the sale of the commercial recycling business.

Extraordinary loss—early extinguishment of debt, net. In fiscal year 2003, we entered into a new senior secured credit facility resulting in the extinguishment of $2.2 million (net of tax benefit of $1.5 million) in debt financing costs associated with the old senior secured credit facility.

Cumulative effect of change in accounting principle, net. Effective May 1, 2002, we adopted SFAS No. 142, Goodwill and Other Intangible Assets, which, among other things, eliminates the amortization

of goodwill and requires an annual assessment of goodwill impairment by applying a fair value based test. Goodwill was determined to be impaired and the amount of $63.9 million (net of tax benefit of $0.2 million) was charged to earnings in fiscal year 2003 as a cumulative effect of change in accounting principle. The goodwill impairment charge was related to our waste-to-energy operation, Maine Energy, and the brokerage business of the FCR Recycling segment, both of which were acquired as part of our acquisition of KTI. At the time of acquisition, we recorded the fair value of these businesses using an independent third party valuation. The underlying assumptions used to establish the value of these businesses, including earnings projections, commodity pricing assumptions and industry valuation multiples for recycling products, were not realized. Accordingly, goodwill impairment charges were recorded as the net book value of these businesses exceeded their fair value. In fiscal year 2002, we adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, which resulted in a charge to earnings as a cumulative effect of change in accounting principle in the amount of $0.3 million (net of tax benefit of $0.2 million) for the portion of interest rate swap hedges determined to be ineffective.

Fiscal Year 2002 versus Fiscal Year 2001

Revenues. Revenues decreased $59.2 million, or 12.3%, to $421.2 million in fiscal year 2002 from $480.4 million in fiscal year 2001. Divested businesses accounted for approximately $54.9 million of the decrease, while lower average brokerage commodity prices and volumes represented $32.7 million of the decrease. These decreases were partially offset by price and volume increases in the core solid waste business amounting to $24.9 million and the positive rollover effect of acquisitions amounting to approximately $3.5 million.

Cost of operations. Cost of operations decreased $44.5 million, or 13.9%, to $276.7 million in fiscal year 2002 from $321.2 million in fiscal year 2001. This decrease arose mainly from lower volumes of recyclable material purchases and divestitures. Cost of operations as a percentage of revenues decreased to 65.7% in fiscal year 2002 from 66.9% in the prior fiscal year. The decrease in cost of operations as a percentage of revenues was primarily the result of a decreased contribution from brokerage operations, which carry a high cost of operations as a percentage of revenues of approximately 90%.

General and administration. General and administration expenses decreased $9.6 million, or 15.0%, to $54.5 million in fiscal year 2002 from $64.1 million in fiscal year 2001. General and administration expenses decreased slightly as a percentage of revenues to 12.9% in fiscal year 2002 from 13.3% in the prior fiscal year. The decrease in general and administration expenses was primarily the result of divestitures as well as lower legal and bad debt expenses.

Depreciation and amortization. Depreciation and amortization expense decreased $2.7 million, or 5.1%, to $50.7 million in fiscal year 2002 from $53.4 million in fiscal year 2001. The decrease was attributable to lower intangible amortization due to the impairment charge taken in fiscal year 2001 and the impact of divested entities. Depreciation and amortization expense as a percentage of revenues increased to 12.0% in fiscal year 2002 from 11.1% in fiscal year 2001. The increase as a percentage of revenues resulted primarily from a lower level of revenues.

Impairment charge. In fiscal 2001, we determined that certain assets (mainly goodwill) were impaired and therefore recorded a charge of $79.7 million to reduce those assets to their estimated fair value. The assets impaired mainly arose from the acquisition of KTI.

Restructuring charge. A restructuring charge of $0.4 million in fiscal year 2002 represents the reversal of certain unrealized fiscal year 2001 restructuring expenses, partially offset by additional restructuring charges expensed in fiscal year 2002.

Interest expense, net. Net interest expense decreased $8.1 million, or 21.0%, to $30.6 million in fiscal year 2002, from $38.7 million in fiscal year 2001. This decrease is primarily attributable to lower average debt balances and lower interest rates on variable debt in the current period, versus the prior period. Interest expense, as a percentage of revenues, decreased to 7.3% in fiscal year 2002 from 8.0% in fiscal year 2001.

(Income) loss from equity method investments, net. Income from equity method investments in fiscal year 2002 of $1.9 million reflects equity income in our 50% joint venture interest in GreenFiber amounting to $4.3 million, offset by a $2.4 million loss related to our further investment in the New Heights tire processing business. In the prior year, we recorded our share of a loss of $4.2 million, recorded at GreenFiber due to significant transitional and restructuring expenses. In fiscal year 2001, equity method investment losses also included a $22.0 million loss attributable to impairment charges taken to reduce our investment in Oakhurst Company, Inc. ("OCI") and New Heights Recovery and Power, LLC ("New Heights").

A portion of our 50% interest in New Heights was sold in September 2001 for consideration of $0.3 million. We retained an interest of 9.95% in the tire recycling assets of New Heights, as well as financial obligations related solely to the New Heights power plant. In addition, we have an interest in certain notes granted by New Heights collectively valued at approximately $9.0 million, payment of which is contingent upon certain events. We will record the contingent consideration when the contingency is removed. We are accounting for our retained investment under the cost method of accounting.

Minority interest. At April 30, 2002, this amount represented the minority owners' interest in AART, which recorded a loss for the period. At April 30, 2001 minority interest reflected the minority owners' interest in our majority owned subsidiaries Maine Energy and PERC. Effective March 1, 2001, we acquired the remaining 16.25% minority interest in Maine Energy and sold our majority interest in PERC.

Other (income)/expense, net. Other income was $4.5 million in fiscal year 2002 compared to $0.1 million in other expenses in fiscal year 2001. This increase is attributable to the divestitures of Multitrade and S&S Commercial, which resulted in a gain of $4.8 million. Other income in fiscal year 2002 also includes a gain on the sale of Bangor Hydro warrants of $1.7 million and gains on the sale of equipment of $0.1 million, offset by the write off of $1.7 million of commodity hedges due to the bankruptcy of Enron, as well as impairment of our U.S. Plastic Lumber Corp. equity holdings, amounting to $0.4 million.

Provision (benefit) for income taxes. Provision for income taxes increased $25.5 million in fiscal year 2002 to $5.1 million from a benefit of $20.4 million in fiscal year 2001. This increase, as well as the change in the effective tax rate to 32.4%, is primarily due to the change in pretax income to a profit, the tax benefit from the sale of 80.1% of our equity interest in New Heights in fiscal year 2002 and the write-off of non-deductible goodwill and the equity loss in OCI and in New Heights in fiscal year 2001.

Reclassification from discontinued operations, net. In the fourth quarter of fiscal 2003, we entered into negotiations with former employees for the transfer of our domestic brokerage operations and a commercial recycling business. The commercial recycling business had been accounted for as a discontinued operation since fiscal 2001. Due to the nature of the transaction, we could not retain discontinued accounting treatment for this operation. Therefore the commercial recycling business operating results have been reclassified from discontinued to continuing operations for fiscal 2001, 2002 and 2003. In fiscal 2001, we estimated and accrued for anticipated future losses from this business which were recorded and classified as losses from discontinued operations. This amount has been reclassified and offset against actual losses from operations in fiscal 2001, 2002 and 2003.

Estimated loss on disposal of discontinued operations, net. Estimated loss on disposal of discontinued operations, net increased $1.4 million to ($4.1) million in fiscal year 2002 from ($2.7) million in fiscal year 2001. The estimated loss on disposal of discontinued operations, net in fiscal year 2002 was attributable to the loss on the sale of discontinued assets exceeding our estimates by $4.7 million, partially offset by positive operating results of $0.6 million.

Cumulative effect of change in accounting principle, net. On May 1, 2001, we adopted SFAS No. 133 establishing accounting and reporting standards for derivative instruments. Because the relevant terms of certain interest rate swaps and the specific debts that they were designated to hedge were not identical, we recorded the ineffective portion of the hedge amounting to a loss of $0.3 million (net of tax benefit of $0.2 million) as a cumulative effect of change in accounting principle.

Liquidity and Capital Resources

Our business is capital intensive. Our capital requirements include acquisitions, fixed asset purchases and capital expenditures for landfill development and cell construction as well as site and cell closure. We had a net working capital deficit of $4.8 million at April 30, 2003 compared to a net working capital deficit of $0.6 million at April 30, 2002. Working capital, net comprises current assets, excluding cash and cash equivalents, minus current liabilities. The main factors accounting for the decrease were higher trade payable and accrual balances, lower current deferred taxes, partially offset by decreases in current portion of debt payments and interest swap liabilities. We had net working capital of $33.1 million at April 30, 2001. The decrease from April 30, 2001 to April 30, 2002 is due primarily to lower trade receivables, the sale of assets of discontinued operations and assets held for sale, the sale of current investments and the increase in the current portion of accrued closure and post-closure costs. In 2002, the allowance for doubtful accounts was substantially reduced from fiscal year 2001 because of our focus on collections and the resulting significant reduction in the old amounts outstanding during the period. In 2003, the allowance for doubtful accounts remained relatively unchanged from fiscal year 2002.

We have a $325.0 million credit facility with a group of banks for which Fleet Bank, N.A. is acting as agent. This credit facility consists of a $175.0 million Senior Secured Revolving Credit Facility ("Revolver") and a Senior Secured Term "B" Loan, which had an outstanding balance of $150.0 million at April 30, 2003 ("Term Loan"). We have the right to increase the amount of the revolver and/or the term loan by an aggregate amount of up to $50 million at our discretion, provided that we are not in default at the time of the increase, subject to the receipt of commitments from lenders for such additional amount. The new term loan and revolving credit facility agreement contains covenants that may limit our activities, including covenants that restrict dividends and stock repurchases, limit capital expenditures, and set minimum net worth and profitability requirements and interest coverage and leverage ratios. As of April 30, 2003, we considered the profitability covenant, which requires our cumulative adjusted net income for any two consecutive quarters to be positive, to be the most restrictive. As of April 30, 2003, we were in compliance with this covenant as we reported consolidated adjusted net income of $1.5 million for the six months ended April 30, 2003. Consolidated adjusted net income is defined by the credit facility agreement. In accordance with such definition, consolidated net income, determined in accordance with generally accepted accounting principles, is adjusted for elimination of certain nonrecurring charges, extraordinary gains, income from discontinued operations and non-cash income attributable to equity investments. We used the net proceeds from the offering of the old notes and initial borrowings under our new senior secured credit facilities to repay all outstanding amounts under our old senior secured credit facilities, for fees and expenses related to the offering of the old notes and the new senior secured credit facilities and general corporate purposes. As of April 30, 2003, assuming the issuance of all existing letters of credit under our new senior secured credit facilities, we would have had available borrowing capacity under our new $175.0 million revolving credit facility of up to $141.6 million, subject to our ability to meet certain borrowing

conditions. We intend to use the additional availability under our new senior secured credit facilities to support our acquisition program. This credit facility is secured by all of our assets, including our interest in the equity securities of our subsidiaries. The Revolver matures in January 2008 and the Term Loan matures in January 2010.

We have outstanding $150.0 million of 9.75% senior subordinated notes (the "notes"). The notes mature in January 2013. The senior subordinated note agreement contains covenants that restrict dividends, stock repurchases and other payments, and limits the incurrence of debt and issuance of preferred stock subject to our meeting a minimum consolidated fixed charge ratio. The notes are guaranteed jointly and severally, fully and unconditionally by our significant wholly-owned subsidiaries. Due to the need to revise our financial statements for 2001 for the reasons set forth elsewhere in this prospectus, the registration statement, of which this prospectus is a part, was not declared effective prior to July 23, 2003. Accordingly, we are required to pay the holders of notes, as liquidated damages, an amount per annum equal to 0.50% of the aggregate principal amount of the notes for the period commencing July 23, 2003 until the date on which the registration statement was declared effective.

Net cash provided by operating activities in fiscal year 2003 and fiscal year 2002 amounted to $65.0 million and $67.7 million, respectively. The decrease was mainly due to the cash outflows from landfill closure activities. Net cash provided by operating activities in fiscal year 2002 increased by $4.4 million from $63.3 in fiscal year 2001. The increase was primarily due to the change in our working capital, reflecting an improvement in our accounts receivable collections and an increase in the current portion of accrued closure and post-closure costs.

Net cash used in investing activities in fiscal year 2003 and fiscal year 2002 amounted to $61.2 million and $9.5 million, respectively. The increase in cash used in investing activities reflected mainly lower proceeds from divestitures and an increase in acquisitions. The increase in cash used in investing activities between years was also as a result of higher capital expenditures, which increased to $41.9 million in fiscal year 2003 from $37.7 million in fiscal year 2002. Net cash used in investing activities in fiscal year 2002 decreased by $46.1 million from $55.6 in fiscal year 2001. The decrease in cash used in investing activities reflected higher proceeds from divestitures and fewer acquisitions. The decrease in cash used in investing activities between 2001 and 2002 was also as a result of lower capital expenditures, which decreased to $37.7 million in fiscal year 2002 from $61.5 million in fiscal year 2001.

Net cash provided in financing activities was $7.6 million in fiscal year 2003 compared to net cash used by financing activities of $70.1 in fiscal year 2002. This increase was primarily due to paying down less debt, net of borrowings, than in fiscal year 2002, partially offset by refinancing costs of $11.5 million. Net cash provided by financing activities in fiscal year 2002 decreased $88.9 million from $18.8 net cash provided in fiscal year 2001. This decrease was primarily due to paying down debt with proceeds from the divestitures.

Our capital expenditures were $41.9 million in fiscal year 2003 compared to $37.7 million in fiscal year 2002. Capital spending was higher in fiscal year 2003 mainly due to capital expenditures related to the upgrade of the truck fleet and facilities. Our capital expenditures in fiscal year 2002 decreased $23.8 million from $61.5 in fiscal year 2001. The decrease was primarily related to a significant non-recurring capital project in 2001 associated with Maine Energy odor control, and the upgrade of our truck fleet and containers. We expect capital spending to total approximately $45.0 million in fiscal year 2004.

During fiscal year 2003, we completed eight acquisitions for an aggregate consideration of $21.0 million, consisting of $18.1 million in cash and $2.9 million in notes payable and other consideration. In comparison, during fiscal year 2002, we completed four acquisitions for an aggregate consideration of $7.4 million, consisting of $4.6 million in cash and $2.8 million in notes payable and other consideration. In fiscal year 2002, we completed our previously announced divestiture program

which was announced in March 2001, from which we received total consideration of $107.6 million, including cash proceeds of $61.7 million which were used to reduce our indebtedness.

Contractual Obligations

The following table summarizes our significant contractual obligations and commitments as of April 30, 2003 (in thousands) and the anticipated effect of these obligations on our liquidity in future years:

	Fiscal Years
	2004		2005-2006		2007-2008		Thereafter		Total
Long-term debt	$	4,534	$	6,291	$	3,272	$	292,826	$	306,923
Capital lease obligations		1,287		993		895		81		3,256
Interest obligations (1)		23,252		45,513		43,766		80,516		193,047
Operating leases		3,965		6,869		5,061		4,261		20,156
Closure/post closure		3,587		9,105		5,493		64,250		82,435
Redeemable preferred securities (2)		—		—		78,951		—		78,951

Total contractual cash obligations (3)	$	36,625	$	68,771	$	137,438	$	441,934	$	684,768

(1): Interest obligations based on long-term debt and capital lease balances as of April 30, 2003. Interest obligations related to variable rate debt calculated using variable rate in effect at April 30, 2003.
(2): Assumes redemption on the seventh anniversary of the date of sale of such securities at the book value which includes all accrued and unpaid dividends.
(3): Contractual cash obligations do not include accounts payable or accrued liabilities, which will be paid in fiscal year 2004.

We believe that our cash provided internally from operations together with our senior secured credit facility should enable us to meet our working capital and other cash needs for the foreseeable future.

Inflation and Prevailing Economic Conditions

To date, inflation has not had a significant impact on our operations. Consistent with industry practice, most of our contracts provide for a pass-through of certain costs, including increases in landfill tipping fees and, in some cases, fuel costs. We therefore believe we should be able to implement price increases sufficient to offset most cost increases resulting from inflation. However, competitive factors may require us to absorb at least a portion of these cost increases, particularly during periods of high inflation.

Our business is located mainly in the eastern United States. Therefore, our business, financial condition and results of operations are susceptible to downturns in the general economy in this geographic region and other factors affecting the region, such as state regulations and severe weather conditions. We are unable to forecast or determine the timing and/or the future impact of a sustained economic slowdown.

New Accounting Pronouncements

In July 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 applies to all legally enforceable obligations associated with the retirement of tangible long-lived assets. For us, this standard primarily impacts our accounting for our landfill operations, specifically closure and post-closure costs. SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is

initially recorded, the entity capitalizes the cost by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, the entity either settles the obligation for the amount recorded or incurs a gain or loss. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. We will adopt SFAS No. 143 beginning May 1, 2003. The adoption of this standard will have no impact on cash flow.

SFAS No. 143 does not change the basic accounting principles that we historically followed for accounting for these types of obligations. In general, we have followed the practice of life cycle accounting which recognizes a liability on the balance sheet and related expense as airspace is consumed at the landfill, in order to match operating costs with revenues.

The primary modification to our methodology required by SFAS No. 143 is to require closure and post-closure costs to be discounted to present value. Our estimates of future closure and post-closure costs historically have not taken into account discounts for the present value of costs to be paid in the future. Under SFAS No. 143, our estimates of costs to discharge asset retirement obligations for landfills are developed in today's dollars. These costs are then inflated each year to reflect a normal escalation of prices up to the year they are expected to be paid. These estimated costs are then discounted to their present value using a credit adjusted risk-free rate.

Under SFAS No. 143, we will no longer accrue landfill retirement obligations through a charge to cost of operations, but rather by an increase to landfill assets. Under SFAS No. 143, the amortizable landfill assets include not only the landfill development costs incurred but also the recorded capping, closure and post-closure liabilities as well as the cost estimates for future capping, closure and post-closure costs. The landfill asset is amortized over the total capacity of the landfill, as airspace is consumed during the life of the landfill with one exception. The exception is for final capping for which both the recognition of the liability and the amortization of these costs are based instead on the airspace consumed for the specific capping event.

Upon adoption of SFAS No. 143 on May 1, 2003, we expect to record a cumulative effect of change in accounting principle of $2,700 (net of taxes of $1,900). We expect that the impact of adopting SFAS No. 143 in fiscal 2004, as well as our annual update of cost estimates, will decrease operating income by $300.

Following is a summary of the expected balance sheet changes for landfill assets and capping, closure and post-closure liabilities at May 1, 2003 (in thousands):

	Balance at April 30, 2003			Change			Balance at May 1, 2003
Landfill assets	$	148,029		$	6,166		$	154,195
Accumulated amortization		(63,207	)		(9,394	)	$	(72,601	)

Net landfill assets	$	84,822		$	(3,228	)	$	81,594

Capping, closure, and post-closure liability	$	25,949		$	(7,855	)	$	18,094

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145, among other things, restricts the classification of gains and losses from extinguishment of debt as extraordinary such that most debt extinguishment gains and losses will no longer be classified as extraordinary. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002. Upon adoption, gain and losses on debt extinguishment, if any, will be recorded in pre-tax income. Management is evaluating the effect of this statement on our results of operations and financial position as well as related disclosures. During fiscal year 2003, we recorded an extraordinary loss of $2,170 (net of income tax of $1,479) in connection with

the write-off of deferred financing costs related to the old term loan and the old revolver. This item will be reclassified to continuing operations in fiscal 2004.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses costs such as restructuring, involuntary termination of employees and consolidating facilities but excludes from its scope exit and disposal activities that are in connection with a business combination and those activities to which SFAS No. 143 and No. 144 are applicable. SFAS No. 146 is effective for exit and disposal activities that are initated after December 31, 2002. We have not engaged in or initiated any exit and disposal activities since December 31, 2002.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FAS 123. This statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used in reporting results. SFAS No. 148 is effective for fiscal years ending after December 15, 2002. We have included the required disclosures in these financial statements. Management is evaluating the effect of this statement on our results of operations and financial position as well as related disclosures.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of APB No. 51 ("FIN 46"). FIN 46 requires that unconsolidated variable interest entities be consolidated by their primary beneficiary who absorbs a majority of the entities expected losses or residual benefits. FIN 46 applies immediately to variable interest entities created after January 31, 2003 and to existing variable interest entities in the periods beginning after June 15, 2003. Management is evaluating the effect of this statement on our results of operations and financial position as well as related disclosures.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liability and Equity. The statement changes the accounting of certain financial instruments that, under previous guidance, issuers could account for as equity. The new statement requires that those instruments be classified as liabilities in statements of financial position. SFAS No. 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. Management is evaluating the effect of the statement on our results of operations and financial positions as well as related disclosures.

Quantitative and Qualitative Disclosure About Market Risk

At April 30, 2003, our outstanding variable rate debt consisted of the $150.0 million term loan portion of our new senior secured credit facility. If interest rates on this variable rate debt increased or decreased by 100 basis points, our annual interest expense would increase or decrease by approximately $1.5 million. In addition, the revolving credit facility portion of our new senior secured credit facility, as it may be outstanding from time to time, is variable rate debt.

The remainder of our debt is at fixed rates and not subject to interest rate risk.

On February 24, 2003, we entered into two interest rate swap agreements with two banks, effectively fixing the interest index rate on a notional $53.0 million at approximately 2.4%. These hedges are specifically designated to existing interest payments under the term loan and are accounted for as effective cash flow hedges pursuant to SFAS No. 133. The fair value of the swaps is estimated at a loss of $0.6 million as of April 30, 2003.

We are subject to commodity price fluctuations related to the portion of our sales of recyclable commodities that are not under floor or flat pricing arrangements. As of April 30, 2003, to minimize our commodity exposure, we were party to twelve commodity hedging agreements. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. If commodity prices were to change by 10%, the annualized impact on our operating margin is estimated at $3.9 million as of April 30, 2003, without considering our hedging agreements. The effect of the hedge position would reduce the impact by approximately $0.5 million.

On December 2, 2001, Enron Corporation ("Enron"), the counterparty for all of our commodity hedges as of that date, filed for Chapter 11 bankruptcy protection. As a result of the filing, we executed the early termination provisions provided under the forward contracts, and filed a claim with the bankruptcy court. Additionally, we agreed with our equity method investee, GreenFiber, to include GreenFiber in our claim (as allowed under the applicable affiliate provisions). We recorded a charge of $1.7 million in fiscal 2002 in other expense to recognize the change in fair value of our commodity contracts. Subsequent changes in the fair value of these commodity contracts were reflected in earnings until their March 2003 termination. We have no remaining exposure related to our claims against Enron.

BUSINESS

The Company

For the fiscal year ended April 30, 2003, we generated revenues of $420.9 million. Our Class A common stock is listed on the Nasdaq National Market under the ticker symbol "CWST."

Industry Overview and Trends

The United States solid waste services industry comprises the collection, recycling, transfer and disposal of solid waste at landfills or other facilities. The industry has generally experienced stable long-term growth, driven by population increases and economic activity. Because the solid waste services industry meets an essential need of communities and businesses and has few cost-effective substitutes, it is generally less affected by economic downturns than other industries.

The essential services the solid waste services industry provides to communities and businesses include:

•: Collection. Collection, or hauling, involves collecting waste from residential, commercial and industrial sources and transporting it to a transfer station or disposal facility. Residential collection services are provided by municipalities and by companies who contract with municipalities or directly with individual homeowners, homeowners' associations, apartment building owners or mobile home park operators. Commercial and industrial collection operations service businesses and construction and demolition operations.
•: Transfer Stations. A transfer station is a facility where solid waste that has been collected is received, compacted and then transferred to vehicles for delivery to disposal sites. This process reduces costs by increasing the density of the waste being transported. Transfer stations also improve the efficient utilization of collection personnel and equipment by maximizing time spent on collection and minimizing time spent traveling to disposal sites.
•: Landfills/Disposal. Most of the solid waste generated in the United States is disposed of in landfills. The cost of disposing of solid waste in a landfill includes the "tipping fees" charged by the landfill operator and the cost of transporting the waste to the landfill, which can be significant. Waste collectors that are able to dispose of waste in their own landfills generally realize a significant cost advantage, particularly if the landfill is in close proximity to the source of the solid waste.
•: Waste-to-Energy. In addition to disposal at landfills, solid waste is also disposed at waste-to-energy facilities. Waste-to-energy facilities generate electricity by processing non-hazardous solid waste. The power generated by waste-to-energy facilities is generally sold to power companies. Waste-to-energy facilities typically receive solid waste from municipalities under waste handling agreements and from commercial and private waste haulers, including pursuant to short- and long-term contracts.

•: Recycling and Brokerage. Recycling includes the collection of recyclable waste, including paper, cardboard, plastic, glass, aluminum and other metals, from residential and commercial customers and the sorting and baling of the material. Residential and commercial customers generally pay a fee for the removal of recyclable waste from their premises. After the recycler collects and processes the recyclables, it sells them to purchasers who generally pay a fluctuating, spot-market price for recycled materials. Buyers and sellers often rely on brokers to facilitate the market for recycled materials.

Trends in the Solid Waste Services Market. The solid waste services industry has undergone significant consolidation since 1990. This trend has been largely driven by the impact of government regulations and competitive pressures. Stringent legislation such as Subtitle D has substantially increased the capital required for the development and operation of disposal capacity. Consequently, the number of landfills has decreased from over 6,000 in 1991 to approximately 3,000 in 2001.

We believe that the following factors have been major factors in this consolidation and integration:

•: Increased Impact of Regulations. Stringent industry regulations, such as Subtitle D, have increased operating and capital costs and accelerated consolidation and acquisition activities in the solid waste services industry. Many smaller industry participants have found these costs difficult to bear and have decided to either close their operations or sell them to larger operators. In addition, Subtitle D requires more stringent engineering regarding the construction, management and closure and post-closure maintenance of solid waste landfills. Similarly, financial assurance requirements for solid waste landfill operators relating to closure and post-closure monitoring have also increased. As a result, the number of solid waste landfills is declining while the average size is increasing.
•: Increased Integration of Collection and Disposal Operations. In certain markets, including many of the markets in which we operate, competitive pressures are forcing operators to become more efficient by establishing vertically-integrated networks of solid waste collection operations, transfer stations and disposal facilities. By securing and controlling the solid waste stream from collection through disposal, known as "internalization," solid waste services companies have been able to achieve higher margins and greater cash flow than if they were required to bring collected waste to a third party's disposal facility. Operators have adopted a variety of disposal strategies to improve their internalization and achieve higher margins, including owning or securing long-term access to landfills and other disposal facilities, establishing strategic relationships to secure access to landfills, capturing significant waste stream volumes in order to gain leverage in negotiating lower landfill fees and securing long-term, advantageous pricing contracts with high capacity landfills.
•: Pursuit of Economies of Scale. Larger operators achieve economies of scale not available to smaller operators by spreading their facility, asset and management infrastructure over larger volumes. Larger solid waste collection and disposal companies have become more cost-effective and competitive by controlling larger waste streams, improving the density of their collection operations and gaining access to significant financial resources to make acquisitions.

Although the industry has been consolidating over the past several years, it remains fragmented and highly competitive. The market is generally served by publicly traded waste hauling and disposal companies, along with municipalities and small private firms. We believe that these small, independent operators present significant opportunities for "tuck-in" acquisitions by companies with disciplined acquisition programs, focused management and access to financial resources.

Trends in Recycling. In the 1980s, municipalities and counties began to initiate recycling programs in response to the increased environmental awareness of consumers and a desire to reduce landfill disposal volumes. These early programs were typically "drop-off", or "curbside" source separated

programs, which required the customer or the recycler to sort the recyclable materials at the time of collection. As a way to improve recycling efficiency and expand the number of items that could be recycled the concept of commingled recycling evolved, in which all recyclable materials were collected and mixed at the curb into a single container, which was then transported to the municipal recycling facility where it was sorted and processed. Commingled recycling, while improving collection efficiency, has increased the complexity and capital intensive nature of recycling facilities and created a demand for skilled operators who can efficiently separate and process the recyclables and sell the resultant materials.

In addition, the increased efficiency of recycling collection operations has led to an increase in the amount of recyclables collected. This has increased the commodity price risk for operators of recycling facilities, who must find a market for the recycled materials. As a result, operators have implemented strategies to reduce their exposure to commodity pricing risk. These strategies have included charging collection and processing fees for recycling volume collected from third parties, revenue sharing arrangements and initiating fiber hedging strategies to moderate the risks of commodity pricing volatility.

Our Competitive Strengths

We believe that our key competitive strengths are:

•: Leading Provider in Areas Served. We believe we are currently the number one or number two provider of solid waste collection services in 80% of the areas served by our collection divisions. In most of the non-urban markets we serve, we are the only vertically-integrated public company providing solid waste services. By establishing this significant market share, we are able to benefit from economies of scale not available to smaller operators, including spreading our facility, asset and management infrastructure over larger volumes.
•: Stable Revenues and Cash Flows. Our leading market position, significant customer base and focus on non-urban markets, which are less dependent on more cyclical waste streams such as industrial or construction and demolition waste, provide us with generally stable revenues and cash flows. In addition, the solid waste services industry overall is generally more resistant to economic conditions than many other industries. A majority of our commercial and industrial collection services are performed under one-to-three-year service agreements and our residential collection and disposal services are performed either on a subscription basis or through contracts with municipalities, homeowners associations, apartment building owners or mobile home park operators.
•: Expertise and Experience in Secondary Markets. We have 28 years of experience operating in less densely-populated secondary markets, which distinguishes us from other regional and national competitors. Our substantial expertise enables us to effectively deal with the unique nature of these markets, which include longer collection routes and seasonal fluctuations. Furthermore, our expertise and operating history has enabled us to assemble a strategic portfolio of assets within our operating regions, including five Subtitle D landfills and 33 transfer stations.
•: Experienced Management Team. Since 2000, we have made several key hires, further strengthening our management team. Each member of our senior management team has significant experience in the solid waste services industry, including in operations, acquisitions and the development of disposal capacity. John Casella has been our Chief Executive Officer since 1976, and James Bohlig, our President, has been responsible for business development, acquisitions and operations since 1993. Charles Leonard, our Senior Vice President of Solid Waste Operations, and Richard Norris, our Chief Financial Officer, have 20 years and 15 years experience, respectively, with major companies in the solid waste services industry. In addition,

our board of directors and Berkshire Partners LLC, the principal holder of our Series A redeemable convertible preferred stock, provide us with valuable perspective and support.

•: Well-developed Infrastructure. We have implemented internal systems, including our information technology and accounting and control systems, which we believe are capable of serving our long-term growth objectives with minimal enhancements. Our information technology systems enable us to closely monitor and improve the performance of our field operations and to integrate acquired companies quickly and effectively into our existing operations.

Strategy

Our objective is to continue to enhance our position as a leading, vertically-integrated regional solid waste services provider in the eastern United States. We are implementing this strategy by:

•: Maintaining and Increasing Operational Efficiency and Profitability of Existing Businesses. We have developed and implemented programs designed to enhance employee safety, collection and disposal routing efficiency and equipment utilization, capital expenditure cost controls and commercial weight tracking. We have demonstrated continuous incremental improvements since our inception and intend to continue to implement these and other programs to achieve additional operational efficiencies. In addition, we are seeking to improve our internalization rate, particularly in the Eastern and Western regions. For example, we use transfer stations to link remote collection operations with landfills we operate, increasing our internalization.
•: Driving Internal Growth. In order to grow our existing operations, we are focused on increasing collection volumes, marketing value-added services and improving our regional position as a low cost provider of services. In addition, we are continually seeking to enhance our internal growth and profitability by developing and acquiring additional disposal capacity within our core markets, including through the expansion of existing landfills and the acquisition of new landfills or waste-to-energy facilities, which we believe will enable us to increase our vertical integration and internalization rates. We have entered into strategic relationships with municipal and county governments and other third parties for access to, or operation of, landfill capacity, and we expect to seek additional opportunities for such relationships in the future.
•: Providing Consistently Superior Customer Service. Both our short- and long-term performance, and our opportunities for growth derive from our ability to meet or exceed customer needs and expectations. Among the programs we have developed, and continue to develop, is an extensive, comprehensive employee training program is designed to enhance our employees' skill levels in all aspects of the business that ultimately influence the quality and consistency of our customers' experience with us.
•: Expanding Through Prudent Acquisition Growth. Our acquisition strategy is focused on acquiring assets that complement our existing businesses. We plan to pursue a prudent acquisition strategy focused on smaller acquisitions which enhance our existing market presence, but which could also include infrequent, larger strategic acquisitions which offer substantial regional growth opportunities. Our acquisition strategy is designed to further improve our market penetration and collection route density and/or to further increase the internalization rates of our wastestreams.

Overview of Our Business

Background. Casella was founded in 1975 as a single truck operation in Rutland, Vermont and subsequently expanded to include operations in New Hampshire, Maine, upstate New York, northern Pennsylvania and eastern Massachusetts. In 1993, we initiated an acquisition strategy to take advantage of anticipated reductions in available landfill capacity in Vermont and surrounding states due to

increasing environmental regulation and other market forces driving consolidation in the solid waste services industry. In 1995, we expanded our operations from Vermont and New Hampshire to Maine with the acquisition of the companies comprising New England Waste Services of ME, Inc., and in January 1997 we established a market presence in upstate New York and northern Pennsylvania through our acquisition of Superior Disposal Services, Inc.'s business. From May 1, 1994 through December 30, 1999, when we acquired KTI, Inc., we acquired 161 solid waste businesses, including five Subtitle D landfills.

In 1997, we raised $50.2 million from the initial public offering of shares of our Class A common stock. In 1998, we raised an additional $41.3 million through a follow-on public offering of an additional 1.6 million shares of Class A common stock. In August 2000, we sold 55,750 shares of our Series A redeemable convertible preferred stock to Berkshire Partners LLC, an investment firm, and other investors for $55.8 million.

KTI Acquisition and Restructuring. In December 1999, we acquired KTI, an integrated provider of waste processing services, for aggregate consideration of $340.0 million. KTI represented a unique opportunity to acquire disposal capacity and collection operations in our primary market area and in contiguous markets in eastern Massachusetts, as well as other businesses which fit within our operating strategy. KTI assets which we considered core to our operations included the following:

•: A majority interest in Maine Energy Recovery Company, Limited Partnership, a waste-to-energy facility which provided us with important additional disposal capacity in our Eastern region and which generates electric power for sale. We subsequently acquired the remaining ownership interest in this facility;
•: FCR, which consisted of 18 recycling facilities (now 22) that process and market recyclable materials under long-term contracts with municipalities and commercial customers. FCR also included a brokerage business;
•: Transfer and collection operations which were "tuck-ins" to our existing Maine operations; and
•: Cellulose insulation plants which manufacture cellulose insulation for use in residential dwellings and manufactured housing and which consume significant fiber produced from the residential recycling business of FCR.

Following our acquisition of KTI, we focused on the integration of KTI and the divestiture of non-core KTI assets, which included tire recycling assets, commercial recycling facilities, mulch recycling, certain waste-to-energy facilities in Florida and Virginia, a waste-to-oil remediation facility and a broker and a processor of high density polyethylene. We also sold our majority interest in another waste-to-energy facility in Maine that we acquired as part of KTI. As part of this divestiture program, in the fourth quarter of fiscal year 2001, we incurred non-recurring charges of $111.7 million, of which $90.6 million were non-cash, relating to the impairment of goodwill from the acquisition of KTI, the closure of certain facilities, severance payments to terminated employees and losses on sale of non-core assets. We have completed the divestiture program for aggregate consideration of $107.6 million, including cash proceeds of $61.7 million which were used to reduce our indebtedness.

Solid Waste Operations

Our solid waste operations comprise a full range of non-hazardous solid waste services, including collection operations, transfer stations, material recycling facilities and disposal facilities.

Collections. A majority of our commercial and industrial collection services are performed under one-to-three-year service agreements, with prices and fees determined by such factors as collection frequency, type of equipment and containers furnished, the type, volume and weight of solid waste collected, distance to the disposal or processing facility and cost of disposal or processing. Our residential collection and disposal services are performed either on a subscription basis (i.e., with no underlying contract) with individuals, or through contracts with municipalities, homeowner associations, apartment building owners or mobile home park operators.

Transfer Stations. Our transfer stations receive, compact and transfer solid waste collected primarily by various collection operations, for transport to disposal facilities by larger vehicles. We believe that transfer stations benefit us by: (1) increasing the size of the wastesheds which have access to our landfills; (2) reducing costs by improving utilization of collection personnel and equipment; and (3) helping us build relationships with municipalities and other customers by providing a local physical presence and enhanced local service capabilities.

Material Recycling Facilities. Our Material Recycling Facilities, or MRFs, receive, sort, bale and resell recyclable materials originating from the municipal solid waste stream, including newsprint, cardboard, office paper, containers and bottles. Through FCR, we operate 22 MRFs in geographic areas not served by our collection divisions or disposal facilities. Revenues are received from municipalities and customers in the form of processing and tipping fees and commodity sales. These MRFs are large scale, high-volume facilities that process recycled materials delivered to them by municipalities and commercial customers under long term contracts. We also operate additional MRFs as an integral part of our core solid waste operations, which generally process recyclables collected from our various residential collection operations. This latter group is concentrated primarily in Vermont, as the public sector in other states within our core solid waste services market area have generally maintained primary responsibility for recycling efforts.

Disposal Facilities. We dispose of solid waste at our landfills and at our waste-to-energy facility.

Landfills. The following table (in thousands) reflects landfill capacity and airspace changes, as measured in tons, as of April 30, 2001, 2002 and 2003, for landfills we operated during the years then ended:

		April 30, 2001						April 30, 2002						April 30, 2003
		Estimated Remaining Permitted Capacity in Tons (1)(2)		Estimated Additional Permitable Capacity in Tons (1)(3)		Estimated Total Capacity		Estimated Remaining Permitted Capacity in Tons (1)(2)		Estimated Additional Permitable Capacity in Tons (1)(3)		Estimated Total Capacity		Estimated Remaining Permitted Capacity in Tons (1)(2)		Estimated Additional Permitable Capacity in Tons (1)(3)		Estimated Total Capacity
Balance, beginning of period		5,822		4,900		10,722		6,996		2,968		9,964		8,951		17,185		26,136
	Acquisitions	—		—		—		—		—		—		607		422		1,029
	New expansions pursued (4)	—		—		—		—		17,201		17,201		(183	)	5,663		5,480
	Permits granted	2,138		(1,964	)	174		3,334		(2,962	)	372		—		—		—
	Airspace consumed	(995	)	—		(995	)	(1,232	)	—		(1,232	)	(1,373	)	—		(1,373	)
	Changes in engineering estimates	31		32		63		(147	)	(22	)	(169	)	(689	)	(956	)	(1,645	)

Balance, end of period		6,996		2,968		9,964		8,951		17,185		26,136		7,313		22,314		29,627

(1): We convert estimated remaining permitted capacity and estimated additional permittable capacity from cubic yards to tons by assuming a compaction factor equal to the historic average compaction factor applicable to the respective landfill over the last three fiscal years. In addition to a total capacity limit, certain permits may place a daily and/or annual limit on capacity.
(2): Includes capacity of 240,000 tons at our NCES landfill which we are currently utilizing. Does not include additional capacity of 1.3 million tons which has been permitted under the authority of the New Hampshire Department of Environmental Services. Our right to utilize this

additional capacity was recently limited by the Grafton, New Hampshire Superior Court. We are appealing this decision to the New Hampshire Supreme Court. See "Legal Proceedings."

(3): Represents capacity which we have determined to be "permittable" in accordance with the following criteria: (i) we control the land on which the expansion is sought; (ii) all technical siting criteria have been met or a variance has been obtained or is reasonably expected to be obtained; (iii) we have not identified any legal or political impediments which we believe will not be resolved in our favor; (iv) we are actively working on obtaining any necessary permits and we expect that all required permits will be received within the next two to five years; and (v) senior management has approved the project.
(4): Does not include certain expansion capacity which we are seeking at our NCES and Hyland landfills. Since expansion capacity at our NCES landfill requires resolution of a local dispute on land use, 1.3 million tons of expansion capacity having an estimated useful life of 9.9 years, is omitted. We have also omitted an additional approximately 5.0 million tons of capacity having an estimated useful life of 22.5 years at our Hyland landfill which is subject to local permissive expansion referendum targeted for calendar 2004 and our receipt of necessary permits.

Clinton County. The Clinton County landfill, located in Schuyler Falls, New York, is leased from Clinton County pursuant to a 25-year lease which expires in 2021. The landfill serves the principal wastesheds of Clinton, Franklin, Essex, Warren and Washington Counties in New York, and certain selected contiguous Vermont wastesheds. Permitted waste accepted includes municipal solid waste, construction and demolition debris, and special waste which is approved by regulatory agencies. We are pursuing the landfill expansion permitting process which, if successful, would provide additional permittable capacity of approximately 8.9 million tons which, at the current usage rate, would add an additional 50 years of capacity. We have entered into extended agreements with the town and county applicable to this additional volume and expect to receive the necessary approvals during the next 12 months.

Waste USA. The Waste USA landfill is located in Coventry, Vermont and serves the major wastesheds associated with the northern two-thirds of Vermont. The landfill is permitted to accept all residential and commercially produced municipal solid waste, including pre-approved sludges, and construction and demolition debris. Since our purchase of this landfill in 1995, we have expanded the capacity of this landfill through approximately fiscal 2007. We are currently in the process of applying for approximately 5.5 million tons of additional capacity which, at the current usage rate, would add an additional 20-25 years of capacity.

Pine Tree. The Pine Tree landfill is located in Hampden, Maine. It is permitted to accept ash, front-end processing residues from the waste-to-energy facilities within the State of Maine and related sludges and special waste which is approved by regulatory agencies. In addition, it is permitted to accept municipal solid waste that is by-pass waste, which is non-burnable waste, from the Maine Energy and PERC waste-to-energy facilities, as well as municipal solid waste that is in excess of the processing capacities of other waste-to-energy facilities within the State of Maine. In January 2002, the facility received final approval for approximately 3.0 million tons of additional capacity and is currently developing its next expansion plan. See "Regulation."

NCES. The North Country Environmental Services (NCES) landfill located in Bethlehem, New Hampshire serves the northern and central wastesheds of New Hampshire and certain contiguous Vermont and Maine wastesheds. Since the purchase of this landfill in 1994, we have consistently experienced expansion opposition from the local town through enactment of restrictive local zoning and planning ordinances. In each case, in order to access additional permittable capacity, we have been required to assert our rights through litigation in the New Hampshire court system. Our use of this capacity, which is ongoing, remains subject to court challenge by local authorities. In April 2003, the Grafton, New Hampshire Superior Court upheld certain restrictions on the expansion of this landfill. We are appealing this ruling to the New Hampshire Supreme Court. See "Legal Proceedings."

Hyland. The Hyland landfill located in Angelica, New York, serves certain Western region wastesheds located throughout western New York. The facility is permitted to accept all residential and commercial municipal solid waste, construction and demolition debris and special waste which is approved by regulatory agencies. The facility is located on a 600-acre property, which represents considerable additional expansion capabilities. In 1999, as part of a long-term settlement with the Town of Angelica, we entered into an agreement requiring a permissive referendum to expand beyond a

pre-agreed footprint. As a result, the above table reflects only that capacity which has been pre-agreed with the Town of Angelica as being permittable. We expect to seek a townwide referendum during calendar year 2004 local elections. If successful, we expect to seek and receive a permit for an additional 38 acres, representing in excess of 5.0 million tons of additional capacity.

Hakes. The Hakes construction and demolition landfill, located in Campbell, New York, is permitted to accept only construction and demolition material. The landfill serves the principal rural wastesheds of western New York. We believe that the site has permittable capacity of over 3.0 million tons, based on existing regulatory requirements and local community support. We expect to apply for this expansion during the next 18 months and do not expect substantial opposition from the local community. We recently entered into a revised long-term host community agreement related to the expansion of the facility.

Hardwick. The Hardwick landfill, which was acquired in March 2003, located in Hardwick, Massachusetts, is permitted to accept construction and demolition material and a limited amount of municipal solid waste and certain difficult-to-manage wastes. The facility currently is permitted to accept 300 tons per day, including 50 tons per day of municipal solid waste. The Hardwick landfill is located on a 18-acre property. In addition, we have an option to purchase approximately 160 additional acres that are adjacent to the landfill. We estimate that at its current permit limits, the facility has between 7 and 8 years of operating life. In addition, an estimated 400,000 tons of additional permittable capacity is currently being pursued.

Templeton. In June 2003, we signed a 20-year development and operating agreement with the Town of Templeton, Massachusetts for the development, operation and maintenance of the Templeton Sanitary Landfill. The landfill is located on a 58-acre site and will, when permitted, serve the eastern Massachusetts wasteshed.

We also have rights to remaining capacity at a residual landfill and a construction and demolition landfill in Brockton, Massachusetts and Cheektowaga, New York, respectively, totaling approximately 708,000 tons as of April 30, 2003. The Cheektowaga landfill is expected to be closed in the summer of 2003. The Brockton landfill has an expected remaining life of approximately three years. In addition, we own and/or operated five unlined landfills which are not currently in operation. All of these landfills have been closed and capped to environmental regulatory standards by us.

Maine Energy Waste-to-Energy Facility. We own a waste-to-energy facility, Maine Energy Recovery Company, Limited Partnership, which generates electricity by processing non-hazardous solid waste. This waste-to-energy facility provides us with important additional disposal capacity and generates power for sale. The facility receives solid waste from municipalities under long-term waste handling agreements and also receives solid waste from commercial and private waste haulers and municipalities with short-term contracts, as well as from our collection operations. Maine Energy is contractually required to sell all of the electricity generated at its facility to Central Maine Power, an electric utility, and guarantees 100% of its electric generating capacity to CL Power Sales One, LLC. Maine Energy is part of the Eastern region. Our use of the facility is subject to permit conditions, some of which are opposed by local authorities. See "Regulation" and "Legal Proceedings."

Operating Segments

We manage our solid waste operations on a geographic basis through three regions, which we have designated as the Central, Eastern and Western regions and which each comprise a full range of solid waste services serving approximately an aggregate of 339,000 customers, and through FCR, which comprises our larger-scale non-solid waste recycling and our brokerage operations.

Within each geographic region, we organize our solid waste services around smaller areas that we refer to as "wastesheds". A wasteshed is an area that comprises the complete cycle of activities in the

solid waste services process, from collection to transfer operations and recycling to disposal in either landfills or waste-to-energy facilities, some of which may be owned and operated by third parties. We typically operate several divisions within each wasteshed, each of which provides a particular service, such as collection, recycling, disposal or transfer. Each of these divisions is managed as a separate profit center, but operates interdependently with the other divisions within the wasteshed. Each wasteshed generally operates autonomously from adjoining wastesheds.

Throughout its 22 material recycling facilities, FCR services 22 anchor contracts, which are long-term commitments from a municipality of five years or greater to guarantee the delivery of all recycled residential recyclables to FCR. These contracts may include a minimum volume guarantee committed by the municipality. We also have service agreements with individual towns and cities and commercial customers, including small solid waste companies and major competitors that do not have processing capacity within a specific geographic region. The 22 FCR facilities process recyclables collected from approximately 2.7 million households, representing a population of approximately 8.2 million.

The following table provides information about the assets held by each operating region and FCR as of July 1, 2003.

	Central region	Eastern region	Western region	FCR Recycling
Fiscal year 2003 revenues	$90.5 million	$153.3 million	$68.5 million	$94.3 million
Solid waste collection operations	12	12	13	—
Transfer stations	13	9	10	1
Recycling facilities	5	8	2	22
Disposal facilities (1)	Bethlehem, NH Coventry, VT Schuyler Falls, NY	Biddeford, ME Hampden, ME Hardwick, MA	Angelica, NY Campbell, NY	—

(1): Each of the disposal facilities in the table is a Subtitle D landfill, with the exception of the disposal facility located in Campbell, New York, which is a landfill permitted to accept only construction and demolition materials and the disposal facility located in Biddeford, Maine, which is a waste-to-energy facility. The Hardwick, Massachusetts disposal facility is permitted to accept construction and demolition material and a limited amount of municipal solid waste. In addition, we signed a 20-year development and operating agreement for a Subtitle D landfill in Templeton, Massachusetts, which is not yet operating. We also have rights to the remaining air space capacity at a residual landfill and a construction and demolition landfill located in Brockton, Massachusetts and Cheektowaga, New York, respectively, totaling approximately 708,000 tons as of April 30, 2003. The Cheektowaga landfill is expected to be closed in the summer of 2003. The Brockton landfill has an expected remaining life of approximately two years.

Central Region. The Central region consists of wastesheds located in Vermont, northwestern New Hampshire and eastern upstate New York. The portion of upstate New York served by the Central Region includes Clinton, Franklin, Essex, Warren, Washington, Saratoga, Rennselaer and Albany counties. Our Waste USA landfill in Coventry, Vermont is one of only two permitted Subtitle D landfills in Vermont, and our NCES landfill in Bethlehem, New Hampshire is one of only six permitted Subtitle D landfills in New Hampshire. In the Central Region, there are a total of 13 permitted Subtitle D landfills.

The Central region has become our most mature operating platform, as we have operated in this region since our inception in 1975. We have achieved a high degree of vertical integration of the wastestream in this region, resulting in stable cash flow performance. In the Central region, we also have a market leadership position. Our primary competition in the Central region comes from Waste Management, Inc. in the larger population centers (primarily southern New Hampshire), and from smaller independent operators in the more rural areas. As our most mature region, future operating

efficiencies will be driven primarily by improving our core operating efficiencies and providing enhanced customer service.

Eastern Region. The Eastern region consists of wastesheds located in Maine, southeastern New Hampshire and eastern Massachusetts. These wastesheds generally have been affected by the regional constraints on disposal capacity imposed by the public policies of New Hampshire, Maine and Massachusetts which have, over the past 10 years, either limited new landfill development or precluded development of additional capacity from existing landfills. Consequently, the Eastern Region relies more heavily on non-landfill waste-to-energy disposal capacity than our other regions. Maine Energy is one of nine waste-to-energy facilities in the Eastern Region.

We entered the State of Maine in 1996 with our purchase of the assets comprising New England Waste Services of ME., Inc. in Hampden, Maine. Our acquisition of KTI in 1999 significantly improved our disposal capacity in this region and provided an alternative internalization option for our solid waste assets in eastern Massachusetts. Our major competitor in the State of Maine is Waste Management, Inc., as well as several smaller local competitors.

We entered eastern Massachusetts in fiscal year 2000 with the acquisition of assets that were divested by Allied Waste Industries, Inc. under court order following its acquisition of Browning Ferris Industries, Inc., and through the acquisition of smaller independent operators. In this region, we generally rely on third party disposal capacity. Consequently, we believe we have a greater opportunity to increase our internalization rates and operating efficiencies in the Eastern region than in our two other regions, where our competitive position generally is stronger. Our primary competitors in eastern Massachusetts are Waste Management, Inc., Allied Waste Industries, Inc., and smaller independent operators.

Western Region. The Western region consists of wastesheds in upstate New York (which includes Ithaca, Elmira, Oneonta, Lowville, Potsdam, Geneva, Auburn, Buffalo, Jamestown and Olean) and northern Pennsylvania (Wellsboro, PA). We entered the Western Region with our acquisition of Superior Disposal Services, Inc.'s business in 1997 and have consistently expanded in this region largely through tuck-in acquisitions and internal growth. Our collection operations include leadership positions in nearly every rural market in the Western region outside of larger metropolitan markets such as Syracuse, Rochester, Albany and Buffalo.

While we have achieved strong market positions in this region, we remain focused on increasing our vertical integration through the acquisition or privatization and operation of additional disposal capacity in the market. As compared to our other operating regions, the Western Region, where we own the Hyland landfill, presently contains an excess of disposal capacity as a result of the proliferation during the 1990s of publicly-developed Subtitle D landfills. As a result, we believe that opportunities exist for us to enter into long-term leasing arrangements and other strategic partnerships with county and municipal governments for the operation and/or utilization of their landfills, similar to our long-term lease for the Clinton County landfill being operated by our Central Region. We expect that successful implementation of this strategy will lead to improved internalization rates.

Our primary competitors in the Western region are Waste Management, Inc., Republic Services Group, Inc. and Allied Waste Industries, Inc. in the larger urban areas and smaller independent operators in the more rural markets.

FCR Recycling. FCR Recycling is one of the largest processors and marketers of recycled materials in the eastern United States, comprising 22 material recycling facilities that process and then market recyclable materials that municipalities and commercial customers deliver to it under long term contracts. Ten of FCR's facilities are leased, six are owned and six are under operating contracts. In fiscal year 2003, FCR processed and marketed approximately 865,000 tons of recyclable materials. FCR's facilities are principally located in key urban markets, including in Connecticut; North Carolina;

New Jersey; Florida; Tennessee; Georgia; Michigan; New York; South Carolina; Virginia; New Hampshire; Massachusetts; Wisconsin, Maine; and Halifax, Canada.

A significant portion of the material provided to FCR is delivered pursuant to 22 anchor contracts, which are long-term contracts with municipal customers. The anchor contracts generally have a term of five to ten years and expire at various times between 2004 and 2018. The terms of each of the contracts vary, but all the contracts provide that the municipality or a third party delivers materials to our facility. In approximately one-third of the contracts, the municipalities agree to deliver a guaranteed tonnage and the municipality pays a fee for the amount of any shortfall from the guaranteed tonnage. Under the terms of the individual contracts, we charge the municipality a fee for each ton of material delivered to us. Some contracts contain revenue sharing arrangements under which the municipality receives a specified percentage of the revenues from the sale by us of the recovered materials.

FCR derives a significant portion of its revenues from the sale of recyclable materials. The purchase and sale prices of recyclable materials, particularly newspaper, corrugated containers, plastics, ferrous and aluminum, can fluctuate based upon market conditions. We use long-term supply contracts with customers with floor price arrangements to reduce the commodity risk for certain recyclables, particularly newspaper, cardboard, plastics and aluminum metals. Under such contracts, we obtain a guaranteed minimum price for the recyclable materials along with a commitment to receive additional amounts if the current market price rises above the floor price. The contracts are generally with large domestic companies that use the recyclable materials in their manufacturing process, such as paper, packaging and consumer goods companies. In fiscal year 2003, 52% of the revenues from the sale of recyclable materials of the residential recycling segment were derived from sales under long-term contracts with floor prices. We also hedge against fluctuations in the commodity prices of recycled paper and corrugated containers in order to mitigate the variability in cash flows and earnings generated from the sales of recycled materials at floating prices. As of April 30, 2003, we were party to twelve commodity hedge contracts outstanding with designated terms effective through August 2005.

In September 2002, we transferred our export brokerage operations to employees who had been responsible for managing that business. In June 2003, we completed the transfer of our domestic brokerage operations and a commercial recycling business to employees who managed those businesses. The brokerage business derived all of its revenues from the sale of recyclable materials, predominately old newspaper, old corrugated cardboard, mixed paper and office paper. The brokerage business marketed in excess of 250,000 tons per year of various paper fibers both domestically and overseas. The brokers in the brokerage operation are required to identify both the buyer and the seller of the recyclable materials before committing to broker the transaction, thereby minimizing pricing risk, and are not permitted to enter into speculative trading of commodities. As part of our acquisition of KTI, we had acquired brokerage businesses which were focused on domestic and export markets.

GreenFiber Cellulose Insulation Joint Venture

We are a 50% partner in US GreenFiber LLC, a joint venture with Louisana-Pacific. GreenFiber, which we believe is one of the largest manufacturers of high quality cellulose insulation for use in residential dwellings and manufactured housing, was formed through the combination of our cellulose operations, which we acquired in our acquisition of KTI, with those of Louisiana-Pacific. Based in Charlotte, North Carolina, GreenFiber has a national manufacturing and distribution capability and sells to contractors, manufactured home builders and retailers, including Home Depot, Inc. GreenFiber has ten manufacturing facilities located in Atlanta, Georgia; Charlotte, North Carolina; Delphos, Ohio; Elkwood, Virginia; Norfolk, Nebraska; Phoenix, Arizona; Sacramento, California; Tampa, Florida; and Waco, Texas. GreenFiber utilizes a hedging strategy to help stabilize its exposure to fluctuating newsprint costs, which generally represent approximately 35% of cost of goods sold, and is a major purchaser of FCR recycling fiber material produced at various facilities. GreenFiber, which we account

for under the equity method, had revenues of $98.6 million for the twelve months ended April 30, 2003. For the same period, we recognized equity income from GreenFiber of $2.1 million.

Competition

The solid waste services industry is highly competitive. We compete for collection and disposal volume primarily on the basis of the quality, breadth and price of our services. From time to time, competitors may reduce the price of their services in an effort to expand market share or to win a competitively bid municipal contract. These practices may also lead to reduced pricing for our services or the loss of business. In addition, competition exists within the industry not only for collection, transportation and disposal volume, but also for acquisition candidates.

Some of the larger urban markets in which we compete are served by one or more of the large national solid waste companies that may be able to achieve greater economies of scale than us, including Waste Management, Inc., Allied Waste Industries, Inc. and Republic Services, Inc. We also compete with a number of regional and local companies that offer competitive prices and quality service. In addition, we compete with operators of alternative disposal facilities, including incinerators, and with certain municipalities, counties and districts that operate their own solid waste collection and disposal facilities. Public sector facilities may have certain advantages over us due to the availability of user fees, charges or tax revenues and tax-exempt financing.

The insulation industry is highly competitive and labor intensive. In our cellulose insulation manufacturing activities, GreenFiber, our joint venture with Louisiana-Pacific Corporation, competes primarily with manufacturers of fiberglass insulation such as Owens Corning, CertainTeed Corporation and Johns Manville. These manufacturers have significant market shares and are substantially better capitalized than GreenFiber.

Marketing and Sales

We have a coordinated marketing and sales strategy, which is formulated at the corporate level and implemented at the divisional level. We market our services locally through division managers and direct sales representatives who focus on commercial, industrial, municipal and residential customers. We also obtain new customers from referral sources, our general reputation and local market print advertising. Leads are also developed from new building permits, business licenses and other public records. Additionally, each division generally advertises in the yellow pages and other local business print media that cover its service area.

Maintenance of a local presence and identity is an important aspect of our marketing plan, and many of our managers are involved in local governmental, civic and business organizations. Our name and logo, or, where appropriate, that of our divisional operations, are displayed on all our containers and trucks. Additionally, we attend and make presentations at municipal and state conferences and advertise in governmental associations' membership publications.

We market our commercial, industrial and municipal services through our sales representatives who visit customers on a regular basis and make sales calls to potential new customers. These sales representatives receive a significant portion of their compensation based upon meeting certain incentive targets. We emphasize providing quality services and customer satisfaction and retention, and believe that our focus on quality service will help retain existing and attract additional customers.

Employees

As of July 1, 2003, we employed approximately 2,500 persons, including approximately 500 professionals or managers, sales, clerical, data processing or other administrative employees and approximately 2,000 employees involved in collection, transfer, disposal, recycling or other operations.

Certain of our employees are covered by collective bargaining agreements. We believe relations with our employees to be satisfactory.

Risk Management, Insurance and Performance or Surety Bonds

We actively maintain environmental and other risk management programs, which we believe are appropriate for our business. Our environmental risk management program includes evaluating existing facilities, as well as potential acquisitions, for environmental law compliance and operating procedures. We also maintain a worker safety program, which encourages safe practices in the workplace. Operating practices at all of our operations are intended to reduce the possibility of environmental contamination and litigation.

We carry a range of insurance intended to protect our assets and operations, including a commercial general liability policy and a property damage policy. A partially or completely uninsured claim against us (including liabilities associated with cleanup or remediation at our facilities), if successful and of sufficient magnitude, could have a material adverse effect on our business, financial condition and results of operations. Any future difficulty in obtaining insurance could also impair our ability to secure future contracts, which may be conditioned upon the availability of adequate insurance coverage.

Effective July 1, 1999, we established a captive insurance company, Casella Insurance Company, through which we are self-insured for worker's compensation and, effective May 1, 2000, automobile coverage. Our maximum exposure under the worker's compensation plan is $500,000 per individual event with a $1,000,000 aggregate limit, after which reinsurance takes effect. Our maximum exposure under the automobile plan is $500,000 per individual event with a $3,000,000 aggregate limit, after which reinsurance takes effect.

Municipal solid waste collection contracts and landfill closure obligations may require performance or surety bonds, letters of credit or other means of financial assurance to secure contractual performance. While we have not experienced difficulty in obtaining these financial instruments, if we were unable to obtain these financial instruments in sufficient amounts or at acceptable rates we could be precluded from entering into additional municipal solid waste collection contracts or obtaining or retaining landfill operating permits.

Customers

We provide our collection services to commercial, industrial and residential customers. A majority of our commercial and industrial collection services are performed under one-to-three-year service agreements, and fees are determined by such factors as collection frequency, type of equipment and containers furnished, the type, volume and weight of the solid waste collected, the distance to the disposal or processing facility and the cost of disposal or processing. Our residential collection and disposal services are performed either on a subscription basis (i.e., with no underlying contract) with individuals, or through contracts with municipalities, homeowners associations, apartment owners or mobile home park operators.

Maine Energy is contractually required to sell all of the electricity generated at its facilities to Central Maine Power, an electric utility, pursuant to a contract that expires in 2012, and guarantees 100% of its electricity generating capacity to CL Power Sales One, LLC, pursuant to a contract that expires in 2007.

FCR provides recycling services to municipalities, commercial haulers and commercial waste generators within the geographic proximity of the processing facilities. We also acted as a broker of recyclable materials, principally to paper and box board manufacturers in the United States, Canada, the Pacific Rim, Europe, South America and Asia, until these businesses were sold as described above.

Our cellulose insulation joint venture, GreenFiber, sells to contractors, manufactured home builders and retailers.

Raw Materials

Maine Energy received approximately 26% of its solid waste in fiscal year 2003 from 19 Maine municipalities under long-term waste handling agreements. Maine Energy also receives raw materials from commercial and private waste haulers and municipalities with short-term contracts, as well as from our own collection operations.

In fiscal year 2003, FCR received approximately 60% of its material under long-term agreements with municipalities. These contracts generally provide that all recyclables collected from the municipal recycling programs shall be delivered to a facility that is owned or operated by us. The quantity of material delivered by these communities is dependent on the participation of individual households in the recycling program.

The primary raw material for our insulation joint venture is newspaper. In fiscal year 2003, GreenFiber received approximately 17% of the newspaper used by it from FCR. It purchased the remaining newspaper from municipalities, commercial haulers and paper brokers. The chemicals used to make the newspaper fire retardant are purchased from industrial chemical manufacturers located in the United States and South America.

Seasonality

•: the volume of waste relating to construction and demolition activities decreases substantially during the winter months in the eastern United States; and
•: decreased tourism in Vermont, New Hampshire, Maine and eastern New York during the winter months tends to lower the volume of waste generated by commercial and restaurant customers, which is partially offset by increased volume in the winter ski industry.

Since certain of our operating and fixed costs remain constant throughout the fiscal year, operating income is therefore impacted by a similar seasonality. In addition, particularly harsh weather conditions typically result in increased operating costs.

The recycling segment experiences increased volumes of newspaper in November and December due to increased newspaper advertising and retail activity during the holiday season. The insulation business experiences lower sales in November and December because of lower production of manufactured housing due to holiday plant shutdowns.

Regulation

Introduction

We are subject to extensive and evolving federal, state and local environmental laws and regulations which have become increasingly stringent in recent years. The environmental regulations affecting us are administered by the United States Environmental Protection Agency ("EPA") and other federal, state and local environmental, zoning, health and safety agencies. Failure to comply with such requirements could result in substantial costs, including civil and criminal fines and penalties. Except as described below, we believe that we are currently in substantial compliance with applicable federal, state and local environmental laws, permits, orders and regulations. We do not currently anticipate any material environmental costs to bring our operations into compliance, although such costs may be incurred in the future. We expect that our operations in the solid waste services industry will be subject to continued and increased regulation, legislation and regulatory enforcement actions. We attempt to anticipate future legal and regulatory requirements and to carry out plans intended to keep our operations in compliance with those requirements.

In order to transport, process, incinerate, or dispose of solid waste, it is necessary for us to possess and comply with one or more permits from federal, state and/or local agencies. We must review these permits periodically, and the permits may be modified or revoked by the issuing agency.

The principal federal, state and local statutes and regulations applicable to our various operations are as follows:

The Resource Conservation and Recovery Act of 1976, as amended ("RCRA")

RCRA regulates the generation, treatment, storage, handling, transportation and disposal of solid waste and requires states to develop programs to ensure the safe disposal of solid waste. RCRA divides solid waste into two groups, hazardous and non-hazardous. Wastes are generally classified as hazardous if they (1) either (a) are specifically included on a list of hazardous wastes, or (b) exhibit certain characteristics defined as hazardous, and (2) are not specifically designated as non-hazardous. Wastes classified as hazardous under RCRA are subject to more extensive regulation than wastes classified as non-hazardous, and businesses that deal with hazardous waste are subject to regulatory obligations in addition to those imposed on handlers of non-hazardous waste.

Among the wastes that are specifically designated as non-hazardous are household waste and "special" waste, including items such as petroleum contaminated soils, asbestos, foundry sand, shredder fluff and most non-hazardous industrial waste products.

The EPA regulations issued under Subtitle C of RCRA impose a comprehensive "cradle to grave" system for tracking the generation, transportation, treatment, storage and disposal of hazardous wastes. Subtitle C regulations impose obligations on generators, transporters and disposers of hazardous wastes, and require permits that are costly to obtain and maintain for sites where those businesses treat, store or dispose of such material. Subtitle C requirements include detailed operating, inspection, training and emergency preparedness and response standards, as well as requirements for manifesting, record keeping and reporting, corrective action, facility closure, post-closure and financial responsibility. Most states have promulgated regulations modeled on some or all of the Subtitle C provisions issued by the EPA, and in many instances the EPA has delegated to those states the principal role in regulating industries which are subject to those requirements. Some state regulations impose different, additional obligations.

We currently do not accept for transportation or disposal hazardous substances (as defined in CERCLA, discussed below) in concentrations or volumes that would classify those materials as hazardous wastes. However, we have transported hazardous substances in the past and very likely will

transport and dispose of hazardous substances in the future, to the extent that materials defined as hazardous substances under CERCLA are present in consumer goods and in the non-hazardous waste streams of our customers.

We do not accept hazardous wastes for incineration at our waste-to-energy facilities. We typically test ash produced at our waste-to-energy facilities on a regular basis; that ash generally does not contain hazardous substances in sufficient concentrations or volumes to result in the ash being classified as hazardous waste. However, it is possible that future waste streams accepted for incineration could contain elevated volumes or concentrations of hazardous substances or that legal requirements will change, and that the resulting incineration ash would be classified as hazardous waste.

Leachate generated at our landfills and transfer stations is tested on a regular basis, and generally is not regulated as a hazardous waste under federal or state law. In the past, however, leachate generated from certain of our landfills has been classified as hazardous waste under state law, and there is no guarantee that leachate generated from our facilities in the future will not be classified under federal or state law as hazardous waste.

In October 1991, the EPA adopted the Subtitle D regulations under RCRA governing solid waste landfills. The Subtitle D regulations, which generally became effective in October 1993, include location restrictions, facility design standards, operating criteria, closure and post-closure requirements, financial assurance requirements, groundwater monitoring requirements, groundwater remediation standards and corrective action requirements. In addition, the Subtitle D regulations require that new landfill sites meet more stringent liner design criteria (typically, composite soil and synthetic liners or two or more synthetic liners) intended to keep leachate out of groundwater and have extensive collection systems to carry away leachate for treatment prior to disposal. Regulations generally require us to install groundwater monitoring wells at virtually all landfills we operate, to monitor groundwater quality and, indirectly, the effectiveness of the leachate collection systems. The Subtitle D regulations also require facility owners or operators to control emissions of methane gas generated at landfills exceeding certain regulatory thresholds. State landfill regulations must meet these requirements or the EPA will impose such requirements upon landfill owners and operators in that state. Each state also must adopt and implement a permit program or other appropriate system to ensure that landfills within the state comply with the Subtitle D regulatory criteria. Various states in which we operate or in which we may operate in the future have adopted regulations or programs as stringent as, or more stringent than, the Subtitle D regulations.

The Federal Water Pollution Control Act of 1972, as amended ("Clean Water Act")

The Clean Water Act regulates the discharge of pollutants into the "waters of the United States" from a variety of sources, including solid waste disposal sites and transfer stations, processing facilities and waste-to-energy facilities (collectively, "solid waste management facilities"). If run-off or collected leachate from our solid waste management facilities, or process or cooling waters generated at our waste-to-energy facilities, is discharged into streams, rivers or other surface waters, the Clean Water Act would require us to apply for and obtain a discharge permit, conduct sampling and monitoring and, under certain circumstances, reduce the quantity of pollutants in such discharge. A permit also may be required if that run-off, leachate, or process or cooling water is discharged to a treatment facility that is owned by a local municipality. Numerous states have enacted regulations, which are equivalent to those issued under the Clean Water Act, but which also regulate the discharge of pollutants to groundwater. Finally, virtually all solid waste management facilities must comply with the EPA's storm water regulations, which are designed to prevent contaminated storm water from flowing into surface waters.

The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA")

CERCLA established a regulatory and remedial program intended to provide for the investigation and remediation of facilities where or from which a release of any hazardous substance into the environment has occurred or is threatened. CERCLA has been interpreted to impose retroactive strict, and under certain circumstances, joint and several, liability for investigation and cleanup of facilities on current owners and operators of the site, former owners and operators of the site at the time of the disposal of the hazardous substances, as well as the generators of the hazardous substances and certain transporters of the hazardous substances. In addition, CERCLA imposes liability for the costs of evaluating and addressing damage to natural resources. The costs of CERCLA investigation and cleanup can be very substantial. Liability under CERCLA does not depend upon the existence or disposal of "hazardous waste" as defined by RCRA, but can be based on the existence of any of more than 700 "hazardous substances" listed by the EPA, many of which can be found in household waste. In addition, the definition of "hazardous substances" in CERCLA incorporates substances designated as hazardous or toxic under the Federal Clean Water Act, Clear Air Act and Toxic Substances Control Act. If we were found to be a responsible party for a CERCLA cleanup, the enforcing agency could hold us, under certain circumstances, or any other responsible party, responsible for all investigative and remedial costs, even if others also were liable. CERCLA also authorizes EPA to impose a lien in favor of the United States upon all real property subject to, or affected by, a remedial action for all costs for which a party is liable. CERCLA provides a responsible party with the right to bring a contribution action against other responsible parties for their allocable share of investigative and remedial costs. Our ability to get others to reimburse us for their allocable share of such costs would be limited by our ability to identify and locate other responsible parties and prove the extent of their responsibility and by the financial resources of such other parties.

The Clean Air Act of 1970, as amended ("Clean Air Act")

The Clean Air Act, generally through state implementation of federal requirements, regulates emissions of air pollutants from certain landfills based upon the date the landfill was constructed and the annual volume of emissions. The EPA has promulgated new source performance standards regulating air emissions of certain regulated pollutants (methane and non-methane organic compounds) from municipal solid waste landfills. Landfills located in areas where levels of regulated pollutants exceed certain thresholds may be subject to even more extensive air pollution controls and emission limitations. In addition, the EPA has issued standards regulating the disposal of asbestos-containing materials under the Clean Air Act.

The Clean Air Act regulates emissions of air pollutants from our waste-to-energy facilities and certain of our processing facilities. The EPA has enacted standards that apply to those emissions. It is possible that the EPA, or a state where we operate, will enact additional or different emission standards in the future.

All of the federal statutes described above authorize lawsuits by private citizens to enforce certain provisions of the statutes. In addition to a penalty award to the United States, some of those statutes authorize an award of attorney's fees to private parties successfully advancing such an action.

The Occupational Safety and Health Act of 1970, as amended ("OSHA")

OSHA establishes employer responsibilities and authorizes the Occupational Safety and Health Administration to promulgate occupational health and safety standards, including the obligation to maintain a workplace free of recognized hazards likely to cause death or serious injury, to comply with adopted worker protection standards, to maintain certain records, to provide workers with required disclosures and to implement certain health and safety training programs. Various of those promulgated

standards may apply to our operations, including those standards concerning notices of hazards, safety in excavation and demolition work, the handling of asbestos and asbestos-containing materials, and worker training and emergency response programs.

State and Local Regulations

Each state in which we now operate or may operate in the future has laws and regulations governing the generation, storage, treatment, handling, processing, transportation, incineration and disposal of solid waste, water and air pollution and, in most cases, the siting, design, operation, maintenance, closure and post-closure maintenance of solid waste management facilities. In addition, many states have adopted statutes comparable to, and in some cases more stringent than, CERCLA. These statutes impose requirements for investigation and remediation of contaminated sites and liability for costs and damages associated with such sites, and some authorize the state to impose liens to secure costs expended addressing contamination on property owned by responsible parties. Some of those liens may take priority over previously filed instruments. Furthermore, many municipalities also have ordinances, laws and regulations affecting our operations. These include zoning and health measures that limit solid waste management activities to specified sites or conduct, flow control provisions that direct the delivery of solid wastes to specific facilities or to facilities in specific areas, laws that grant the right to establish franchises for collection services and then put out for bid the right to provide collection services, and bans or other restrictions on the movement of solid wastes into a municipality.

Certain permits and approvals may limit the types of waste that may be accepted at a landfill or the quantity of waste that may be accepted at a landfill during a given time period. In addition, certain permits and approvals, as well as certain state and local regulations, may limit a landfill to accepting waste that originates from specified geographic areas or seek to restrict the importation of out-of-state waste or otherwise discriminate against out-of-state waste. Generally, restrictions on importing out-of-state waste have not withstood judicial challenge. However, from time to time federal legislation is proposed which would allow individual states to prohibit the disposal of out-of-state waste or to limit the amount of out-of-state waste that could be imported for disposal and would require states, under certain circumstances, to reduce the amounts of waste exported to other states. Although such legislation has not been passed by Congress, if this or similar legislation is enacted, states in which we operate landfills could limit or prohibit the importation of out-of-state waste. Such actions could result in decreased revenues for any of our landfills within those states that receive a significant portion of waste originating from out-of-state.

Certain states and localities may, for economic or other reasons, restrict the export of waste from their jurisdiction, or require that a specified amount of waste be disposed of at facilities within their jurisdiction. In 1994, the U.S. Supreme Court rejected as unconstitutional, and therefore invalid, a local ordinance that sought to limit waste going out of the locality by imposing a requirement that the waste be delivered to a particular facility. However, it is uncertain how that precedent will be applied in different circumstances. For example, in 2002, the U.S. Supreme Court decided not to hear an appeal of a federal Appeals Court decision that held that the flow control ordinances directing waste to a publicly owned facility are not per se unconstitutional and should be analyzed under a standard that is less stringent than if waste had been directed to a private facility. The less stringent standard has not yet been applied to the facts of that case, which involves flow control regulations in Oneida and Herkimer Counties in New York, and the outcome is uncertain. Additionally, certain state and local jurisdictions continue to seek to enforce such restrictions and, in certain cases, we may elect not to challenge such restrictions. Further, some proposed federal legislation would allow states and localities to impose flow restrictions. Those restrictions could reduce the volume of waste going to landfills or transfer stations in certain areas, which may materially adversely affect our ability to operate our

facilities and/or affect the prices we can charge for certain services. Those restrictions also may result in higher disposal costs for our collection operations.

There has been an increasing trend at the federal, state and local levels to mandate or encourage both waste reduction at the source and waste recycling, and to prohibit or restrict the disposal in landfills of certain types of solid wastes, such as yard wastes and leaves, beverage containers, newspapers, household appliances and batteries. Regulations reducing the volume and types of wastes available for transport to and disposal in landfills could affect our ability to operate our landfill facilities.

Our waste-to-energy facility has been certified by the Federal Energy Regulatory Commission as a "qualifying small power production facility" under the Public Utility Regulatory Policies Act of 1978, as amended ("PURPA"). PURPA exempts qualifying facilities from most federal and state laws governing electric utility rates and financial organization, and generally requires electric utilities to purchase electricity generated by qualifying facilities at a price equal to the utility's full "avoided cost".

Our waste-to-energy business is dependent upon our ability to sell the electricity generated by our facility to an electric utility or a third party such as an energy marketer. Maine Energy currently sells electricity to an electric utility under a long term power purchase agreement. When that agreement expires, or if the electric utility were to default under the agreement, any new agreement may not contain a purchase price as favorable as the one in the current agreement.

We have obtained approval from the Maine Department of Environmental Protection ("DEP") for an odor control system at our waste-to-energy facility in Biddeford, Maine. For optimum odor control, that system involves, among other items, an increase in the height of our scrubber stacks and a change in our odor control chemicals. At the municipal level, the Biddeford Zoning Board of Appeals has denied our request to increase scrubber stack heights. We have appealed that decision to the York County Superior Court. The Biddeford Planning Board approved our request to test alternative odor control chemicals as part of the control system during the summer of 2002. At its May 7, 2003 meeting, the Biddeford Planning Board modified the existing approval for the Maine Energy odor control system to allow Maine Energy, with oversight by the City of Biddeford, to evaluate the efficiency of the odor control system. On July 9, 2003, the Biddeford City Manager approved Maine Energy's Odor Control System Evaluation and Optimization Protocol. A comprehensive report on the evaluation and testing of the odor control system is to be submitted by Maine Energy to the Biddeford Planning Board no later than September 10, 2003. The Biddeford Planning Board is scheduled to meet on October 1, 2003 to consider any revisions to the odor control system and whether to allow an increase in the height of our three scrubber stacks from 120 feet to 146 feet. If we are not able to increase our stack heights and continue to use odor control chemicals, our state-approved odor control system may not operate optimally to control odors, and if it does not, our operations may be significantly curtailed.

In addition, on October 16, 2002, the City of Biddeford and Joseph Stephenson (as the Code Enforcement Officer for the City of Biddeford) filed a Land Use Citation and Complaint against Maine Energy alleging that Maine Energy is emitting levels of volatile organic compounds which exceed permitted levels. The complaint seeks an unspecified amount of civil penalties, a preliminary and permanent injunction, and legal costs. On December 3, 2002, the court ruled that the complaint failed to meet certain pleading requirements and ordered plaintiffs to file a new complaint by December 30, 2002. Plaintiffs failed to refile by the court's deadline. On April 7, 2003, the parties filed a stipulation of dismissal with prejudice.

We own a membership interest in New Heights, through which we own a 50% interest in the power plant assets owned by New Heights. The power plant is a waste-to-energy facility using tires as fuel, in Ford Heights, Illinois. In August 2000, the Illinois Environmental Protection Agency ("IEPA") issued a violation notice to the facility asserting non-compliance with its construction permit related to

air emissions. The facility has undertaken certain corrective measures and is working with IEPA to negotiate a new permit. While non-compliance with permitting requirements is subject to civil penalties, we do not expect them to be assessed. However, if civil penalties were assessed, they may harm our operating results.

Legal Proceedings

Our wholly owned subsidiary, North Country Environmental Services, Inc. ("NCES"), is a party to an appeal against the Town of Bethlehem, New Hampshire ("Town") before the New Hampshire Supreme Court. The appeal arose from cross actions for declaratory and injunctive relief filed by NCES and the Town to determine the permitted extent of NCES's landfill in the Town. The New Hampshire Superior Court in Grafton ruled on February 1, 1999 that the Town could not enforce an ordinance purportedly prohibiting expansion of the landfill, at least with respect to 51 acres of NCES's 87—acre parcel, based upon certain existing land-use approvals. As a result, NCES was able to construct and operate "Stage II, Phase II" of the landfill. In May 2001, the Supreme Court denied the Town's appeal. Notwithstanding the Supreme Court's ruling, the Town continued to assert jurisdiction to conduct unqualified site plan review with respect to Stage III and has further stated that the Town's height ordinance and building permit process may apply to Stage III. On September 12, 2001, we filed a petition for, among other things, declaratory relief. On December 4, 2001, the Town filed an answer to our petition asserting counterclaims seeking, among other things, authorization to assert site plan review over Stage III, which commenced operation in December 2000, as well as the methane gas utilization/leachate handling facility operating in Stage III, and also an order declaring that an ordinance prohibiting landfills applies to Stage IV expansion. The trial related to the Town's jurisdiction was held in December 2002 and on April 24, 2003, the Grafton Superior Court issued its ruling upholding the Town's 1992 ordinance preventing the location or expansion of any landfill, ruling that the ordinance may be applied to any part of Stage IV that goes beyond the 51 acres; ruling that the Town's height ordinance is valid within the 51 acres; upholding the Town's right to require Site Plan Review, except that there are certain areas within the Town's Site Plan Review regulation that are preempted; ruling that the methane gas utilization/leachate handling facility is not subject to the Town's ordinance forbidding incinerators. On May 27, 2003, NCES appealed the Court ruling to the New Hampshire Supreme Court, which agreed to hear the case, except for our appeal of the Superior Court's ruling denying attorney's fees. The Supreme Court scheduled briefing deadlines through October 2003, at which time oral argument will be scheduled. If upheld on appeal, the Superior Court's rulings would have the effect of preventing the development of Stage IV and limiting the further development of Stage III to the extent of the height restriction. If we do not prevail, we may be unable to continue, or to expand, current operations in accordance with our plans.

On or about March 24, 2000, a complaint was filed in the United States District Court, District of New Jersey against us, KTI, and Ross Pirasteh, Martin J. Sergi, and Paul A. Garrett, who were KTI's principal officers. The complaint purported to be on behalf of all shareholders who purchased KTI common stock from January 1, 1998 through April 14, 1999. The complaint alleged that the defendants made unspecified misrepresentations regarding KTI's financial condition during the class period in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On or about April 6, 2000, the plaintiffs filed an amended class action complaint, which changed the class period covered by the complaint to the period including August 15, 1998 through April 14, 1999. At a settlement conference held on September 27, 2002 the parties reached an agreement, which requires the defendants to pay $3.8 million in return for a full release. Our share of the settlement amount is $150,000. The remainder will be paid by insurers. The court approved the settlement on January 24, 2003 and entered final judgment on March 31, 2003.

During the period of November 21, 1996 to October 9, 1997, we performed certain closure activities and installed a cut-off wall at the Clinton County landfill, located in Clinton County, New

York. On or about April 1999, the New York State Department of Labor alleged that we should have paid prevailing wages in connection with the labor associated with such activities. We have disputed the allegations and a hearing on the liability issue was held on September 16, 2002. In November 2002, both sides submitted proposed findings of fact and conclusions of law. The hearing officer is expected to make a recommendation to the Department of Labor commissioner during the summer of 2003. We continue to explore settlement possibilities with the State. We believe that we have meritorious defenses to these claims. Although a loss as a result of these claims is reasonably possible, we cannot estimate a range of reasonably possible losses at this time.

On or about July 2, 2001, we were served with a complaint filed in New York State Supreme Court, Erie County, as one of over twenty defendants named in a toxic tort lawsuit filed by residents surrounding three sites in Cheektowaga, New York known as the Buffalo Crushed Stone limestone quarry, the Old Land Reclamation inactive landfill and the Schultz landfill. We are alleged to have liability as a result of our airspace agreement at the Schultz landfill, which is a permitted construction and demolition landfill. Plaintiffs claim property damages and some personal injuries based on alleged nuisance conditions arising out of these facilities and seek compensatory damages in excess of $3 million, punitive damages of $10 million and injunctive relief. We believe that we have meritorious defenses to these claims. We believe that the possibility of a material loss as a result of these claims is remote.

On or about November 7, 2001, our subsidiary New England Waste Services of Maine, Inc. was served with a complaint filed in Massachusetts Superior Court on behalf of Daniel J. Quirk, Inc. and 14 citizens against The Massachusetts Department of Environmental Protection ("MADEP"), Quarry Hill Associates, Inc. and New England Waste Services of Maine Inc. dba New England Organics, et al. The complaint seeks injunctive relief related to the use of MADEP-approved wastewater treatment sludge in place of naturally occurring topsoil as final landfill cover material at the site of the Quarry Hills Recreation Complex Project in Quincy, Massachusetts (the "Project"), including removal of the material, or placement of an additional "clean" cover. On February 21, 2002, the MADEP filed a motion for stay pending a litigation control schedule. Plaintiffs have filed a cross-motion to consolidate the case with 11 other cases they filed related to the Project. Additionally, we have cross-claimed against other named defendants seeking indemnification and contribution. In September 2002, the court granted a stay of all proceedings pending the filing of summary judgment motions by all defendants on the issue of whether plaintiff is barred from suing the defendants as a result of a covenant not to sue that was signed by plaintiff in 1998. On December 17, 2002, the court granted certain summary judgment motions filed by the defendants, the effect of which was the dismissal of all claims against all defendants in all cases where New England Waste Services of Maine, Inc. was a defendant. Plaintiffs have filed an appeal, and we believe that we have meritorious defenses to the claims raised on appeal.

On or about December 11, 2001, we were served with a bill in equity in aid of discovery filed in the Strafford Superior Court in New Hampshire by Nancy Hager. The bill in equity seeks an accounting related to non-compete tip fee payments from us to Ms. Hager pursuant to a 1993 release and settlement agreement. The bill in equity is a request for pre-litigation discovery for the purpose of investigating a potential claim for failure to pay appropriate non-compete tip fee amounts. In light of an arbitration clause in the 1993 release and settlement agreement, we filed a motion to stay the proceedings under the bill in equity pending completion of the arbitration process. On March 18, 2002, the court granted our motion to stay. On August 5, 2002, the court extended the stay pending the arbitration process. On October 17, 2002, Ms. Hager voluntarily withdrew her bill in equity without prejudice. On January 15, 2003, Ms. Hager filed a written request for arbitration with the American Arbitration Association. The arbitration hearing is scheduled for August 19, 2003. On June 5, 2003, Mrs. Hager submitted a disclosure letter to the arbitration panel alleging that she is owed between $480,000 and $560,000. On July 7, 2003, Ms. Hager revised her claim to allege that she is owed

between $637,000 and $1,000,000. We believe we have meritorious defenses to these claims and that no loss as a result of these claims is probable or reasonably possible.

On January 10, 2002, the City of Biddeford, Maine filed a lawsuit in York County Superior Court in Maine alleging breach of the waste handling agreement among the Biddeford-Saco Waste Handling Committee, the cities of Biddeford and Saco, Maine and our subsidiary Maine Energy for (1) failure to pay the residual cancellation payments in connection with our merger with KTI and (2) processing amounts of waste above contractual limits without notice to the City. On May 3, 2002, the City of Saco filed a lawsuit in York County Superior Court against us, Maine Energy and other subsidiaries. The complaint in that action, which was amended by the City of Saco on July 22, 2002, alleges breaches of the 1991 waste handling agreement for failure to pay the residual cancellation payment, which Saco alleges is due as a result of, among other things, (1) our merger with KTI and (2) Maine Energy's failure to pay off certain limited partner loans in accordance with the terms of the agreement. The complaint also seeks damages for breach of contract and a court order requiring us to provide an accounting of all transactions since May 3, 1996 involving transfers of assets to or for the benefit of the equity owners of Maine Energy. On June 6, 2002, the additional 13 municipalities that were parties to the 1991 waste handling agreements filed a lawsuit in York County Superior Court against Maine Energy alleging breaches of the 1991 waste handling agreements for failure to pay the residual cancellation payment which they allege is due as a result of (1) our merger with KTI; and (2) failure to pay off the limited partner loans when funds were allegedly available. On July 25, 2002, the three actions were consolidated for purposes of discovery, case management and pretrial proceedings. We believe we have meritorious defenses to these claims. We believe that the possibility of material loss in excess of the amount provided, $9.7 million, to meet our obligations under the waste handling agreement is remote.

We offer no prediction of the outcome of any of the proceedings described above. We are vigorously defending each of these lawsuits. However, we may not prevail and any judgments against us, if sustained on appeal, may result in the incurrence of significant costs or the restriction of our operations.

We are a defendant in certain other lawsuits alleging various claims incurred in the ordinary course of business, none of which, either individually or in the aggregate, we believe are material to our business, financial condition, results of operations or cash flows.

MANAGEMENT

Our executive officers, other key employees and directors and their respective ages as of July 1, 2003 are as follows:

Name	Age	Position
Executive Officers
John W. Casella	52	Chairman, Chief Executive Officer and Secretary
James W. Bohlig	57	President and Chief Operating Officer, Director
Richard A. Norris	59	Senior Vice President, Chief Financial Officer and Treasurer
Charles E. Leonard	49	Senior Vice President, Solid Waste Operations
Other Key Employees
Michael J. Brennan	45	Vice President and General Counsel
Timothy A. Cretney	39	Regional Vice President
Christopher M. DesRoches	45	Vice President, Sales
Sean P. Duffy	43	Regional Vice President
Joseph S. Fusco	39	Vice President, Communications
James M. Hiltner	39	Regional Vice President
Larry B. Lackey	42	Vice President, Permits, Compliance and Engineering
Alan N. Sabino	43	Regional Vice President
Gary R. Simmons	53	Vice President, Fleet Management
Non-Employee Directors
Douglas R. Casella	47	Director
James F. Callahan, Jr.	59	Director
John F. Chapple III	62	Director
Monte R. Haymon	65	Director
D. Randolph Peeler	38	Director
Gregory B. Peters	57	Director
Wilbur L. Ross, Jr.	65	Director

John W. Casella has served as Chairman of our Board of Directors since July 2001 and as our Chief Executive Officer since 1993. Mr. Casella served as President from 1993 to July 2001 and as Chairman of the Board of Directors from 1993 to December 1999. In addition, Mr. Casella has been Chairman of the Board of Directors of Casella Waste Management, Inc. since 1977. Mr. Casella is also an executive officer and director of Casella Construction, Inc., a company owned by Mr. Casella and Douglas R. Casella. Mr. Casella has been a member of numerous industry-related and community service-related state and local boards and commissions including the Board of Directors of the Associated Industries of Vermont, The Association of Vermont Recyclers, Vermont State Chamber of Commerce and the Rutland Industrial Development Corporation. Mr. Casella has also served on various state task forces, serving in an advisory capacity to the Governors of Vermont and New Hampshire on solid waste issues. Mr. Casella holds an Associate of Science in Business Management from Bryant & Stratton University and a Bachelor of Science in Business Education from Castleton State College. Mr. Casella is the brother of Douglas R. Casella, a member of our Board of Directors.

James W. Bohlig has served as our President since July 2001 and as Chief Operating Officer since 1993. Mr. Bohlig also served as Senior Vice President from 1993 to July 2001. Mr. Bohlig has served as a member of our Board of Directors since 1993. From 1989 until he joined us, Mr. Bohlig was Executive Vice President and Chief Operating Officer of Russell Corporation, a general contractor and developer based in Rutland, Vermont. Mr. Bohlig is a licensed professional engineer. Mr. Bohlig holds a Bachelor of Science in Engineering and Chemistry from the U.S. Naval Academy, and is a graduate of the Columbia University Executive Program in Business Administration.

Richard A. Norris has served as our Senior Vice President, Chief Financial Officer and Treasurer since July 2001. He joined us in July 2000 as Vice President and Corporate Controller. From 1997 to July 2000, Mr. Norris served as Vice President and Chief Financial Officer for NexCycle, Inc., a processor of secondary materials. From 1986 to 1997, he served as Vice President of Finance, US Operations for Laidlaw Waste Systems, Inc. Mr. Norris is qualified as a Chartered Accountant in both Canada and the United Kingdom. Mr. Norris graduated from Leeds University with a Bachelor of Arts in German.

Charles E. Leonard has served as our Senior Vice President, Solid Waste Operations since July 2001. From December 1999 until he joined us, he acted as a consultant to several corporations, including Allied Waste Industries, Inc. From November 1997 to December 1999, he was Regional Vice President for Service Corporation International, a provider of death-care services. From September 1988 to January 1997, he served as Senior Vice President, US Operations for Laidlaw Waste Systems, Inc. From June 1978 to July 1988, Mr. Leonard was employed by Browning-Ferris Industries in various management positions. Mr. Leonard is a graduate of Memphis State University with a Bachelor of Arts in Marketing.

Michael J. Brennan has served as our Vice President and General Counsel since July 2000. From January 1996 to July 2000, he served in various capacities at Waste Management, Inc., including most recently, as Associate General Counsel.

Timothy A. Cretney has served as our Regional Vice President since May 2002. From January 1997 to May 2002 he served as Regional Controller for our Western region. From August 1995 to January 1997, Mr. Cretney was Treasurer and Vice President of Superior Disposal Services, Inc., a waste services company which we acquired in January 1997. From 1992 to 1995, he was General Manager of the Binghamton, New York office of Laidlaw Waste Systems, Inc. and from 1989 to 1992 he was Central New York Controller of Laidlaw Waste Systems. Mr. Cretney holds a B.A. in Accounting from State University of New York College at Brockport.

Christopher M. DesRoches has served as our Vice President, Sales since November 1996. From January 1989 to November 1996, he was a regional vice president of sales for Waste Management, Inc. Mr. DesRoches is a graduate of Arizona State University.

Sean P. Duffy has served as our Regional Vice President since December 1999. Since December 1999, Mr. Duffy has also served as Vice President of FCR, Inc., which he co-founded in 1983 and which became a wholly-owned subsidiary of ours in December 1999. From May 1983 to December 1999, Mr. Duffy served in various capacities at FCR, including, most recently, as President. From May 1998 to May 2001, Mr. Duffy also served as President of FCR Plastics, Inc., a subsidiary of FCR, Inc.

Joseph S. Fusco has served as our Vice President, Communications since January 1995. From January 1991 through January 1995, Mr. Fusco was self-employed as a corporate and political communications consultant. Mr. Fusco is a graduate of the State University of New York at Albany.

James M. Hiltner has served as our Regional Vice President since March 1998. From 1990 to March 1998, Mr. Hiltner held various positions at Waste Management, Inc. including serving as a region president from June 1995 to February 1998, where his responsibilities included overseeing waste management operations in upstate New York and northwestern Pennsylvania, a division president from April 1992 to June 1995 and a general manager from November 1990 to April 1992. Mr. Hiltner holds a B.S. in Business Administration from Millersville University of Pennsylvania.

Larry B. Lackey has served as our Vice President, Permits, Compliance and Engineering since 1995. From 1993 to 1995, Mr. Lackey served as our Manager of Permits, Compliance and Engineering. From

1984 to 1993, Mr. Lackey was an Associate Engineer for Dufresne-Henry, Inc., an engineering consulting firm. Mr. Lackey is a graduate of Vermont Technical College.

Alan N. Sabino has served as our Regional Vice President since July 1996. From 1995 to July 1996, Mr. Sabino served as a Division President for Waste Management, Inc. From 1985 to 1994, he served as Region Operations Manager for Chambers Development Company, Inc., a waste management company. Mr. Sabino is a graduate of Pennsylvania State University.

Gary R. Simmons has served as our Vice President, Fleet Management since May 1997. From December 1996 to May 1997, Mr. Simmons was the owner of GRS Consulting, a waste industry consulting firm. From 1995 to December 1996, Mr. Simmons served as National and Regional Fleet Service Manager for USA Waste Services, Inc., a waste management company. From 1977 to 1995, Mr. Simmons served in various fleet maintenance and management positions for Chambers Development Company, Inc.

Douglas R. Casella has served as Vice Chairman of our Board of Directors since 1993. Mr. Casella founded Casella Waste Management, Inc. in 1975. Since 1989, Mr. Casella has served as president of Casella Construction, Inc., a company owned by Mr. Casella and John W. Casella, which specializes in general contracting, soil excavation and related heavy equipment work. Since 1975, Mr. Casella has served as president of Casella Waste Management, Inc. Mr. Casella is the brother of John W. Casella.

James F. Callahan, Jr. has served as a member of our Board of Directors since March 2003. Mr. Callahan was an audit and business advisory partner of Arthur Andersen LLP, an independent public accounting firm, from 1975 to March 2000. While at Arthur Andersen, Mr. Callahan served clients in a number of industries, including manufacturing and mining businesses, electric and gas utilities and independent power producers. Mr. Callahan has been retired since March 2000. Mr. Callahan has been a member of various community service-related boards and currently serves on the Board of Trustees of Bates College and the Board of Directors of Concerned Citizens for the Mentally Retarded, a not-for-profit organization. Mr. Callahan is a graduate of Bates College and holds a Masters of Business Administration from the Graduate School of Management of Rutgers University.

John F. Chapple III has served as a member of our Board of Directors since 1994. Mr. Chapple was president and owner of Catamount Waste Services, Inc., a central Vermont hauling and landfill operation which we purchased in May 1994, from August 1989 to July 1994. Mr. Chapple has been retired since 1995.

Monte R. Haymon has served as a member of our Board of Directors since May 2003. Mr. Haymon served as president and chief executive officer and chairman of Sappi Fine Paper North America, a manufacturer of coated papers for publication, commercial printing and specialty markets, from October 1995 until his retirement on December 31, 2002. From January 1994 to April 1995, Mr. Haymon was president and chief operating officer of Ply Gem Industries, a publicly-owned national manufacturer of specialty products for the home improvement industry. From 1981 through 1993, Mr. Haymon was president and chief executive officer of PCA, an international packaging company owned by Tenneco, Inc. He has a Chemical Engineering degree from Tufts University.

D. Randolph Peeler has served as a member of our Board of Directors since August 2000. Mr. Peeler has been a managing director of Berkshire Partners LLC, a private equity firm, since January 2000. From May 1997 to December 1999, Mr. Peeler served as a vice president of Berkshire Partners and from June 1996 to April 1997 as a senior associate of Berkshire Partners. From 1994 to June 1996, Mr. Peeler was president of Professional Dental Associates, a private healthcare services company which he co-founded. Prior to 1994, Mr. Peeler served as chief of staff for the Assistant Secretary for Economic Policy in the United States Department of the Treasury. Mr. Peeler was also a consultant with Cannon Associates and Bain & Co., where he worked with clients in the healthcare,

heavy manufacturing, distribution, information technology and professional services industries. Mr. Peeler is a director of Holmes, Inc., a manufacturer of home electric appliances.

Gregory B. Peters has served as a member of our Board of Directors since 1993. Mr. Peters has served as managing member of Lake Champlain Capital Management, LLC, since April 2001. Since April 1988, Mr. Peters has also served as managing general partner of Vermont Venture Capital Partners, L.P., which is the general partner of The Vermont Venture Capital Fund, L.P., a venture capital management company. Since 1986, Mr. Peters has also served as general partner of North Atlantic Capital Partners, L.P., which is the general partner of North Atlantic Venture Fund, L.P. From July 1986 to March 2001, Mr. Peters served as vice president of North Atlantic Capital Corporation, a venture capital management company.

Wilbur L. Ross, Jr. has served as a member of our Board of Directors since December 1999. Mr. Ross has served as chairman and chief executive officer of WL Ross & Co. LLC, a merchant banking firm, since April 2000. From 1976 to March 2000, Mr. Ross served as executive managing director of Rothschild Inc., an investment banking firm, and as senior managing director from 1998 to March 2000. Mr. Ross is a director of News Communications, Inc., a publisher of community oriented newspapers. Mr. Ross is a director of Syms Corp., a clothing retailer and the chairman of International Steel Group. From June 1997 to December 1999, Mr. Ross served as a director of KTI, Inc.

PRINCIPAL STOCKHOLDERS

The following table sets forth information as of July 1, 2003, regarding the beneficial ownership of shares of our voting stock for (a) each person or entity known by us to own beneficially more than 5% of the outstanding shares of a class of voting stock, (b) each director, (c) each executive officer and (d) directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC, and includes generally voting power and/or investment power with respect to securities. Shares of Class A common stock subject to options, warrants and/or convertible preferred stock which are currently exercisable or convertible or which are exercisable or convertible within 60 days of July 1, 2003 are deemed outstanding for purposes of computing the percentage beneficially owned by the person or entity holding such securities but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person or entity. Except as indicated by footnote, we believe that the persons named in this table, based on information provided by these persons, have sole voting and investment power with respect to the securities indicated. Unless otherwise indicated, the address of each of our executive officers and directors is care of Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, Vermont 05701.

The "Total Ownership of Equity Securities" column reflects each listed individual's or entity's percent beneficial ownership with respect to all of our voting securities as of July 1, 2003. This column assumes the conversion of shares of Class B common stock and Series A redeemable convertible preferred stock into shares of our Class A common stock. Holders of Class B common stock are entitled to ten votes for each share of Class B common stock that they beneficially own. Each share of Class B common stock is convertible at the option of the holder thereof into one share of Class A common stock. Holders of Series A redeemable convertible preferred stock are entitled to one vote for each share of common stock into which a share of Series A redeemable convertible preferred stock is convertible as of the applicable record date. Each share of Series A redeemable convertible preferred stock would be convertible into approximately 83 shares of Class A common stock as of July 1, 2003. As of July 1, 2003, we had 22,787,282 shares of Class A common stock outstanding.

					Series A Redeemable Convertible Preferred Stock
	Class A Common Stock		Class B Common Stock
	Class A Common Stock		Class B Common Stock				Total Ownership of Equity Securities(%)
Name of Beneficial Owner	# of shares	% of class	# of shares	% of class	# of shares	% of class	Total Ownership of Equity Securities(%)
5% Stockholder
Funds affiliated with Berkshire Partners LLC(1)	4,844,990	17.8	—	—	52,750	94.6	17.1
Dimensional Fund Advisors Inc.(3)	1,190,643	5.2	—	—	—	—	4.2
T. Rowe Price Associates, Inc.(4)	2,181,400	9.6	—	—	—	—	7.7
Executive Officers and Directors
John W. Casella(5)	1,319,402	5.6	494,100	50.0	—	—	4.6
James W. Bohlig(6)	863,293	3.7	—	—	—	—	3.0
Richard A. Norris(7)	145,000	*	—	—	—	—	*
Charles E. Leonard(8)	170,000	*	—	—	—	—	*
Douglas R. Casella(9)	1,341,250	5.7	494,100	50.0	—	—	4.7
James F. Callahan, Jr.(10)	2,500	*	—	—	—	—	*
John F. Chapple III(11)	137,643	*	—	—	—	—	*
Monte R. Haymon	2,000	*	—	—	—	—	*
D. Randolph Peeler(12)	4,859,990	17.9	—	—	52,750	94.6	17.1
Gregory B. Peters(13)	36,684	*	—	—	—	—	*
Wilbur L. Ross, Jr.(14)	26,475	*	—	—	—	—	*
Executive officers and directors as a group (11 people)(15)	8,904,237	30.0	988,200	100.0	52,750	94.6	29.8

*: Represents less than 1% of the outstanding shares of the respective class of our voting stock.
(1): The affiliated funds are Berkshire Fund V, Limited Partnership, a Massachusetts limited partnership, and Berkshire Investors LLC, a Massachusetts limited liability company. Fifth Berkshire Associates LLC, a Massachusetts limited liability company, is the general partner of Berkshire Fund V, Limited Partnership. The managing members of Fifth Berkshire Associates LLC and Berkshire Investors LLC are: Bradley M. Bloom, J. Christopher Clifford, Kevin T. Callaghan, Richard K. Lubin, Carl Ferenbach, Garth H. Greimann, Jane Brock-Wilson, D. Randolph Peeler, Robert J. Small and Ross M. Jones. The address of Berkshire Partners LLC is One Boston Place, Boston, Massachusetts 02108.
(2): Includes 4,385,690 shares of Class A common stock issuable upon conversion of Series A redeemable convertible preferred stock. The Series A redeemable convertible preferred stock is convertible at any time at the discretion of the holder thereof.
(3): Information is as reported in a Schedule 13G filed with the SEC on February 7, 2003 by Dimensional Fund Advisors Inc. The address of Dimensional Fund Advisors Inc. is listed as 1299 Ocean Avenue, 11^th Floor, Santa Monica, California 90401.
(4): Information is as reported in a Schedule 13G filed with the SEC on February 4, 2003 by T. Rowe Price Associates, Inc. Consists of shares of Class A common stock owned by various individual and institutional investors, including T. Rowe Price Small Cap Value Fund, Inc., which owns 1,481,700 shares of Class A common stock representing 6.5% of the shares of Class A common stock outstanding, for which T. Rowe Price Associates, Inc. serves as investment adviser with power to direct investments and/or sole power to vote the shares of Class A common stock. For purposes of the reporting requirements of the Exchange Act, T. Rowe Price Associates, Inc. is deemed to be a beneficial owner of the Class A common stock; however, T. Rowe Price Associates, Inc. expressly disclaims that it is, in fact, the beneficial owner of such shares. The address of T. Rowe Price Associates, Inc. is listed as 100 E. Pratt Street, Baltimore, Maryland 21202.
(5): Includes (a) 268,500 shares of Class A common stock issuable upon the exercise of options or warrants within 60 days of July 1, 2003, (b) 57,468 shares of Class A common stock held in trust for the benefit of Mr. Casella's minor children, (c) 694 shares of Class A common stock held by Mr. Casella's wife, and (d) 494,100 shares of Class A common stock issuable at any time at the discretion of the holder upon the conversion of Class B common stock on a one-for-one basis.
(6): Includes (a) 593,293 shares of Class A common stock issuable upon the exercise of options within 60 days of July 1, 2003 and (b) 8,000 shares of Class A common stock held in trust for the benefit of Mr. Bohlig's minor children.
(7): Includes 140,000 shares of Class A common stock issuable upon the exercise of options within 60 days of July 1, 2003.
(8): Consists of 170,000 shares of Class A common stock issuable upon the exercise of options within 60 days of July 1, 2003.
(9): Includes (a) 268,500 shares of Class A common stock issuable upon the exercise of options or warrants within 60 days of July 1, 2003, (b) 11,756 shares of Class A common stock held in trust for the benefit of Mr. Casella's minor children and (c) 494,100 shares of Class A common stock issuable at any time at the discretion of the holder upon the conversion of Class B common stock on a one-for-one basis.
(10): Consists of 2,500 shares of Class A common stock held by the James F. Callahan, Jr. 1998 Trust, of which Mr. Callahan and his wife are trustees.

(11): Includes 17,000 shares of Class A common stock issuable upon the exercise of options within 60 days of July 1, 2003.
(12): Includes (a) the securities held by funds affiliated with Berkshire Partners LLC and (b) 15,000 shares of Class A common stock issuable upon the exercise of options within 60 days of July 1, 2003. Mr. Peeler disclaims beneficial ownership of the shares held by Berkshire Partners LLC except to the extent of his pecuniary interest in such shares arising from his position as a managing director of Berkshire Partners LLC.
(13): Includes (a) 17,000 shares of Class A common stock issuable upon the exercise of options within 60 days of July 1, 2003 and (b) 2,000 shares of Class A common stock held by the children of Mr. Peters.
(14): Consists of 26,475 shares of Class A common stock issuable upon the exercise of options within 60 days of July 1, 2003.
(15): Includes (a) 1,515,768 shares of Class A common stock issuable upon the exercise of options or warrants within 60 days of July 1, 2003, (b) 988,200 shares of Class A common stock issuable at any time at the discretion of the holders upon the conversion of Class B common stock on a one-for-one basis and (c) 4,385,690 shares of Class A common stock issuable at any time at the discretion of the holder upon the conversion of Series A redeemable convertible preferred stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have from time to time engaged Casella Construction, Inc., a company owned by John W. Casella, our Chairman and Chief Executive Officer, and Douglas R. Casella, a member of our Board of Directors, to provide construction services for us, including construction, closure and capping activities at our landfills. In fiscal year 2003, we paid Casella Construction, Inc. an aggregate of $1,525,000. Since the beginning of fiscal year 2004, we have paid Casella Construction, Inc. an aggregate of $1,896,500.

We are party to two real estate leases with Casella Associates, a Vermont partnership owned by John W. Casella and Douglas R. Casella, relating to facilities occupied by us. The leases, relating to our corporate headquarters in Rutland, Vermont and our Montpelier, Vermont facility, were renewed in May 2003 and provide for aggregate monthly payments of $21,200 and expire in April 2008. We have classified these leases as capital leases for financial reporting purposes. In November 1997, the lease relating to our corporate headquarters in Rutland, Vermont was amended to allow us to upgrade and make capital improvements to the premises at an estimated cost of $500,000, to be paid by us. At the time the improvements were made, Casella Associates was granted an option to purchase the improvements at cost. Casella Associates exercised its option in December 2002.

From 1977 to 1992, we operated an unlined landfill located in Whitehall, New York owned by Bola, Inc., a corporation owned by John W. Casella and Douglas R. Casella, which operated as a single-purpose real estate holding company. We paid the cost of closing this landfill in 1992, and have agreed to pay all post-closure obligations. Since the beginning of fiscal year 2003, we have paid an aggregate of $8,000 pursuant to this arrangement. As of April 30, 2003, we accrued $76,000 for costs related to these post-closure obligations.

In connection with and at the time of our acquisition of the business of Catamount Waste Services, Inc. in June 1994, we entered into a lease with CV Landfill, Inc., a Vermont corporation affiliated with Catamount Waste Services, Inc., pursuant to which we agreed to lease a transfer station for a term of 10 years. CV Landfill, Inc. is owned by John F. Chapple III, who became a member of our Board of Directors at the time of the acquisition of the business of Catamount Waste Services, Inc. Pursuant to the lease agreement, we paid monthly rent for the first five years at a rate of $5.00 per ton of waste disposed of at the transfer station, with a minimum rent of $6,650 per month. Since June 1999, we have been required to pay monthly rent at a rate of $2.00 per ton, with a minimum rent of $2,500 per month. Since the beginning of fiscal year 2003, we have paid CV Landfill, Inc. an aggregate of $55,000.

We believe that each transaction described above was on terms at least as favorable as those we would expect to negotiate with disinterested third parties.

On March 2, 2000, we made a loan to Mr. Bohlig, our President and Chief Operating Officer and a member of our Board of Directors. The terms of the loan provide for the payment of accrued interest and principal upon demand. Interest on the loan accrues monthly at the prime rate (4.25% annually at April 30, 2003) and is adjusted on a monthly basis. Our loan to Mr. Bohlig was in the aggregate principal amount of $400,000. As of July 1, 2003, $400,000 was outstanding under this loan, which was the largest aggregate amount of indebtedness outstanding under this loan since the beginning of fiscal year 2002. On November 28, 2000, we made an additional loan to Mr. Bohlig. The terms of this loan are identical to the terms of the earlier loan. This loan to Mr. Bohlig was in the aggregate principal amount of $616,000. As of July 1, 2003, $616,000 was outstanding under this loan, which was the largest aggregate amount of indebtedness outstanding under this loan since the beginning of fiscal year 2003.

For more information please see Note 20 to our audited consolidated financial statements included in this prospectus.

DESCRIPTION OF CERTAIN INDEBTEDNESS AND PREFERRED STOCK

Description of the New Senior Secured Credit Facilities

General. Concurrently with the closing of the offering of the old notes, we obtained new senior secured credit facilities from a group of financial institutions for which Fleet National Bank and Bank of America, N.A. act as administrative agent and syndication agent, respectively. The new senior secured credit facilities provide for aggregate borrowings by us of up to $325.0 million, consisting of:

•: a $150.0 million term loan; and
•: a $175.0 million revolving credit facility, including an $80.0 million sublimit for standby letters of credit.

We have the right to increase the amount of the revolver and/or the term loan by an aggregate amount of up to $50.0 million in our discretion, provided that we are not in default at the time of increase, subject to the receipt of commitments from lenders for such additional amount.

Interest Rates. Amounts outstanding under the new senior secured credit facilities accrue interest, at our option, at a rate per annum equal to either: (1) the base rate, as defined in the new senior secured credit facilities, or (2) an adjusted Eurodollar rate, as defined in the new senior secured credit facilities, in each case plus an applicable interest margin. Until the delivery of the compliance certificate for the second full fiscal quarter after the closing of the new senior secured credit facilities, the applicable interest margin for the revolving credit facility will be no lower than 3.00% for Eurodollar rate loans and 1.0% for base rate loans and the applicable margin for the term loan will be no lower than 3.25% for Eurodollar rate loans and 1.25% for base rate loans. After such time, the applicable interest margins for the revolving credit facility and the term loan will be subject to adjustment based on our ratio of consolidated Total Funded Debt to EBITDA, as defined in the loan documents. The interest rate otherwise payable under the new senior secured credit facilities will increase by 2.0% per annum during the continuance of a payment default.

Fees and Expenses. We will pay a commitment fee on the unused portion of the revolver in an amount of 0.375% per annum or 0.5% per annum, based on our ratio of consolidated Total Funded Debt to EBITDA. We will pay the lenders a fee for financial letters of credit equal to the applicable interest margin for Eurodollar rate loans under the revolving credit facility, and equal to 50% of the applicable interest margin for Eurodollar rate loans in the case of performance letters of credit. We will also pay each issuing bank of any letter of credit a fronting fee equal to 0.125% per annum on the face amount of each letter of credit, plus customary issuance and administrative fees.

Maturity. Borrowings under the term loan are due and payable in seven annual installments, the first six of which are equal to 1% of the notional amount of the loan and the seventh of which is equal to the outstanding balance of the term loan. The final balance of the term loan will be due in January 2010. The revolving credit facility is available until January 2008, at which time it will become due and payable. The maturities of both the term loan and the revolving credit facility will be accelerated to May 11, 2007 unless either (1) no more than $20.0 million aggregate liquidation preference of the Series A redeemable convertible preferred stock remains outstanding on that date or (2) the mandatory redemption date for the Series A redeemable convertible preferred stock has been extended to a date 90 days beyond the maturity of the term loan (with all other terms of the Series A redeemable convertible preferred stock remaining substantially the same).

Mandatory Prepayments. We are required to prepay the facilities under the new senior secured credit facilities in an amount equal to:

•: 100% of the net cash proceeds of asset sales in excess of $5.0 million per annum, except for sales in the ordinary course, subject to carveouts for certain specified asset sales;

•: 100% of the net cash proceeds of any permitted debt issuances, provided that we may issue up to an aggregate of $100.0 million of subordinated debt without mandatory prepayment of the term loan;
•: 50% of the net cash proceeds from the issuance of new equity, provided that we may issue up to an aggregate of $125.0 million of new equity without mandatory prepayment of the term loan. To the extent that the new equity, or a portion thereof, is issued as payment in a permitted acquisition or to employees, consultants or directors in accordance with bona fide compensation plans, the dollar value of the shares being issued to pay for the permitted acquisition or under such compensation plans will not give rise to a mandatory prepayment; and
•: a percentage of excess operating cash flow (as defined in the loan documents) ranging from 50% to 0%, based on our ratio of consolidated Total Funded Debt to EBITDA. Cash flow is measured beginning with the period from the closing of the new senior secured credit facilities through April 30, 2003, and subsequently for each fiscal year period thereafter.

The lenders will apply such prepayments to the term loan in inverse order of maturity. The term loan lenders may at their option decline mandatory prepayments in which case such payments shall be applied to repay outstanding amounts under the revolving credit facility (without a permanent reduction of the Revolving Credit Commitment).

Security and Guarantees. The new senior secured credit facilities will be secured by a first priority security interest in substantially all of our assets (except that the administrative agent will not initially perfect liens on real estate, landfills and motor vehicles), including a pledge of the stock or other equity interests of our significant subsidiaries and partnerships.

Covenants. The new senior secured credit facilities contain certain covenants which, among other things and subject to certain baskets, limit:

•: the existence of additional indebtedness, letters of credit and landfill closure bonds;
•: the existence of liens or other encumbrances, guarantees or pledges, or the granting of negative pledges;
•: investments and advances;
•: mergers, acquisitions and sales of assets;
•: the payment of dividends and distributions and repurchases of common stock;
•: prepayments of equity and subordinated debt instruments, including the notes and the indenture governing the notes; and
•: certain transactions with affiliates.

The new senior secured credit facilities require us to meet financial tests, including, without limitation:

•: maximum consolidated total funded debt to consolidated EBITDA ratio equal to 4.5 to 1.0, based on consolidated EBITDA for the four fiscal quarters ended on the date of calculation;
•: maximum consolidated senior funded debt to consolidated EBITDA ratio equal to 3.0 to 1.0, based on consolidated EBITDA for the four fiscal quarters ended on the date of calculation;
•: minimum consolidated EBITDA to consolidated total interest ratio equal to 2.6 to 1.0 through April 30, 2005 and 2.7 to 1.0 thereafter, based on consolidated EBITDA for the four fiscal quarters ended on the date of calculation;

•: minimum consolidated net worth equal to $174,701,000 plus, on a cumulative basis, 50% of consolidated adjusted net income (after payment of preferred stock dividends) for each fiscal quarter beginning with the fiscal quarter ended July 31, 2002, plus 100% of the proceeds of sales of equity securities or warrants or subscription rights for equity securities;
•: maximum capital expenditures, for any four consecutive fiscal quarters, equal to 1.5 times our depreciation and landfill amortization expense for such four quarter period; and
•: profitable operations, as of the end of any fiscal quarter equal to cumulative consolidated adjusted net income for the period of two consecutive fiscal quarters.

Events of Default. The new senior secured credit facilities contain customary events of default, including, among other things:

•: payment defaults;
•: breaches of representations and warranties;
•: covenant defaults;
•: cross-defaults to certain other debt, including the notes;
•: events of bankruptcy and insolvency;
•: judgment defaults;
•: a change of control, as defined in the new senior secured credit facilities; and
•: certain violations of laws and regulations, including ERISA.

Waiver and Modification. The terms of the new senior secured credit facilities may be waived or modified upon approval by us and the required percentage of the lenders (or, where applicable, the affected lenders) and without consent of the note holders.

The description of the new senior secured credit facilities set forth above does not purport to be complete and is qualified in its entirety by reference to the new senior secured credit facilities, which is available from us upon request.

Series A Redeemable Convertible Preferred Stock

On June 28, 2000, we entered into a preferred stock purchase agreement with Berkshire Fund V, Limited Partnership, Berkshire Fund V Investment Corp., Berkshire Investors LLC, BancBoston Capital Inc. (an affiliate of Fleet Securities, Inc., an initial purchaser of the old notes), RGIP, LLC and Squam Lake Investors IV, L.P. Pursuant to the agreement, we sold an aggregate of 55,750 shares of our Series A redeemable convertible preferred stock at a purchase price of $1,000 per share for an aggregate purchase price of $55,750,000. These shares are convertible into Class A common stock, at the option of the Series A holders, at $14 per share. Dividends are cumulative at an annual rate of 5%, payable quarterly in arrears until August 11, 2003 through the adjustment of the liquidation preference and the conversion rate of the outstanding shares of Series A redeemable convertible preferred stock and thereafter, at our option, in either cash or through such an adjustment of the liquidation preference and conversion rate of the Series A redeemable convertible preferred stock. We have the option to redeem the Series A redeemable convertible preferred stock for cash at any time after August 2003 at a price giving the holder a defined yield, but we must redeem any outstanding shares on August 11, 2007 at liquidation value, plus accrued but unpaid dividends, if any. Any cash dividends will be paid, and optional redemptions made, only to the extent that we are permitted to do so under the provisions of the indenture governing the notes described under "Description of the New Notes—Certain Covenants—Restricted Payments." The Indenture, however, permits us to redeem any outstanding shares on the mandatory redemption date, which is August 11, 2007. Any shares redeemed

upon the mandatory redemption will not reduce the amount that would otherwise be available for Restricted Payments.

The Series A redeemable convertible preferred stock purchasers and their permitted transferees are entitled to certain rights with respect to the registration under the Securities Act of certain shares of our Class A common stock, including shares of Class A common stock that were or may be acquired upon the conversion of shares of Series A redeemable convertible preferred stock. In the event we propose to register any of our securities under the Securities Act at any time, with certain exceptions, the Series A preferred stockholders will be entitled to include shares in such registration, subject to the right of the managing underwriter of any underwritten offering to exclude from such registration some or all of their registrable shares. The filing of the registration statement of which this prospectus forms a part for the exchange of the old notes for the new notes is an exception to the foregoing right and the Series A preferred stockholders will not be entitled to include shares in this registration. The Series A preferred stockholders have the additional right to require us to prepare and file registration statements under the Securities Act with respect to all of the registrable shares if such holders holding specified percentages of such shares and having a certain aggregate value so request. We are required to use our best efforts to effect such registration, subject to certain conditions and limitations. Mr. Peeler, a member of our Board of Directors and a member of the audit and compensation committees and the stock plan subcommittee of our Board of Directors, is a managing director of Berkshire Partners LLC.

THE EXCHANGE OFFER

Purpose and Effect of Exchange Offer; Registration Rights

We sold the old notes on January 24, 2003 in an unregistered private placement to a group of investment banks that served as the initial purchasers. The initial purchasers then resold the old notes under an offering circular, dated January 21, 2003, in reliance on Rule 144A and Regulation S under the Securities Act.

As part of this private placement, we entered into an exchange and registration rights agreement with the initial purchasers on January 21, 2003. Under the exchange and registration rights agreement, we agreed to file this registration statement. We also agreed:

•: to use our reasonable best efforts to cause this registration statement to be declared effective under the Securities Act on or before July 23, 2003;
•: to keep the exchange offer open for not less than 30 days and to complete the exchange offer within 45 days after the date on which this registration statement is declared effective under the Securities Act; and
•: to keep this registration statement continuously effective under the Securities Act for a period beginning after the date of completion of the exchange offer and ending on the earlier of the date 180 days after the date of completion of the exchange offer or such time as all broker-dealers no longer own any old notes.

Under the circumstances described below, we also agreed to use our reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the old notes. We agreed to keep the shelf registration statement effective until the earlier of the date two years after the shelf registration statement is declared effective under the Securities Act or the date on which there are no longer any old notes outstanding. These circumstances include:

•: if any change in law or applicable interpretations of those laws by the SEC do not permit us to effect the exchange offer as contemplated by the exchange and registration rights agreement;
•: if the exchange offer is not consummated on or prior to August 22, 2003; or
•: if any holder of the old notes is not eligible to participate in the exchange offer and notifies us in writing prior to August 22, 2003 that it is prohibited by law or SEC policy from participating in the exchange offer, that the registration statement of which this prospectus is a part is not appropriate or available for the resale of the new notes acquired by it in the exchange offer and that the delivery of a prospectus is required, or that it is a broker-dealer and owns notes acquired directly from us or an affiliate of ours.

If we fail to comply with specified obligations under the exchange and registration rights agreement, we must pay liquidated damages to the holders of the notes. Due to the need to revise our financial statements for 2001 for the reasons set forth elsewhere in this prospectus, the registration statement, of which this prospectus forms a part, was not declared effective prior to July 23, 2003. Accordingly, we are required to pay the holders of the notes, as liquidated damages, an amount per annum equal to 0.50% of the aggregate principal amount of the notes for the period commencing July 23, 2003 until the date on which the registration statement was declared effective.

By participating in the exchange offer, holders of the old notes will receive new notes that are freely tradeable and not subject to restrictions on transfer, subject to the exceptions described below under "Resale of New Notes".

Resale of New Notes

We believe that the new notes issued in exchange for the old notes may be offered for resale, resold and otherwise transferred by any new note holder without compliance with the registration and prospectus delivery provisions of the Securities Act if the conditions set forth below are met. We base this belief solely on interpretations of the federal securities laws by the SEC set forth in several no-action letters issued to third parties unrelated to us. A no-action letter is a letter from the SEC responding to a request for its views as to whether a particular matter complies with the federal securities laws or whether the SEC would refer the matter to the SEC's enforcement division for action. We have not obtained, and do not intend to obtain, our own no-action letter from the SEC regarding the resale of the new notes. Instead, holders will be relying on the no-action letters that the SEC has issued to third parties in circumstances that we believe are similar to ours. Based on these no-action letters, the following conditions must be met:

•: the holder must acquire the new notes in the ordinary course of its business;
•: the holder must have no arrangements or understanding with any person to participate in the distribution of the new notes within the meaning of the Securities Act; and
•: the holder must not be an "affiliate", as defined in Rule 405 of the Securities Act, of ours.

Each holder of old notes that wishes to exchange old notes for new notes in the exchange offer must represent to us that it satisfies all of the above listed conditions. Any holder who tenders in the exchange offer who does not satisfy all of the above listed conditions:

•: cannot rely on the position of the SEC set forth in the no-action letters referred to above; and
•: must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the new notes.

The SEC considers broker-dealers that acquired old notes directly from us, but not as a result of market-making activities or other trading activities, to be making a distribution of the new notes if they participate in the exchange offer. Consequently, these holders must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the new notes.

Each broker-dealer that receives new notes for its own account in exchange for old notes acquired by such broker-dealer as a result of market-making activities or other trading activities must deliver a prospectus in connection with a resale of the new notes and provide us with a signed acknowledgement of this obligation. A broker-dealer may use this prospectus, as amended or supplemented from time to time, in connection with resales of new notes received in exchange for old notes where the broker-dealer acquired the old notes as a result of market-making activities or other trading activities. The letter of transmittal states that by acknowledging and delivering a prospectus, a broker-dealer will not be considered to admit that it is an "underwriter" within the meaning of the Securities Act. We have agreed that for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus available to broker-dealers for use in connection with any such resale of the new notes.

Except as described in the prior paragraph, holders may not use this prospectus for an offer to resell, resale or other retransfer of new notes.

Terms of the Exchange

Upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, which we refer to together in this prospectus as the "exchange offer", we will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date. The date of acceptance for exchange of the old notes, and completion of the exchange offer, is the exchange date, which will be the first business day following the expiration

date, unless extended as described in this prospectus. We will issue, on or promptly after the exchange date, an aggregate principal amount of up to $150.0 million of new notes for a like principal amount of outstanding old notes tendered and accepted in connection with the exchange offer. The new notes issued in connection with the exchange offer will be delivered as soon as practicable following the exchange date. Holders may tender some or all of their old notes in connection with the exchange offer, but only in integral multiples of $1,000. The exchange offer is not conditioned upon any minimum amount of old notes being tendered for exchange.

The terms of the new notes are identical in all material respects to the terms of the old notes, except that:

•: we have registered the new notes under the Securities Act and therefore these notes will not bear legends restricting their transfer; and
•: specified rights under the exchange and registration rights agreement, including the provisions providing for payment of liquidated damages in specified circumstances relating to the exchange offer, will be limited or eliminated.

The new notes will evidence the same debt as the old notes. The new notes will be issued under the same indenture and entitled to the same benefits under that indenture as the old notes being exchanged. As of the date of this prospectus, $150.0 million in aggregate principal amount of the old notes were outstanding. Old notes accepted for exchange will be retired and cancelled and not reissued.

In connection with the issuance of the old notes, we arranged for the old notes originally purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of The Depository Trust Company, or DTC, acting as depositary. Except as described under "Description of the New Notes—Form, Denomination, Transfer, Exchange and Book-Entry Procedures", we will issue the new notes in the form of a global note registered in the name of DTC or its nominee and each beneficial owner's interest in it will be transferable in book-entry form through DTC.

Holders of old notes do not have any appraisal or dissenters' rights in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC.

We shall be considered to have accepted validly tendered old notes if and when we have given oral or written notice to that effect to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the new notes from us.

If we do not accept any tendered old notes for exchange because of an invalid tender, the occurrence of the other events described in this prospectus or otherwise, we will return these old notes, without expense, to the tendering holder promptly after the expiration date of the exchange offer.

Holders who tender old notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of old notes in connection with the exchange offer. We will pay all charges and expenses, other than the applicable taxes described in the section "Fees and Expenses" below, in connection with the exchange offer.

If we successfully complete the exchange offer, any old notes which holders do not tender or which we do not accept in the exchange offer will remain outstanding and continue to accrue interest. The holders of old notes after the exchange offer in general will not have further rights under the exchange and registration rights agreement, including registration rights and any rights to liquidated damages. Holders of the old notes wishing to transfer their old notes would have to rely on exemptions from the registration requirements of the Securities Act.

Expiration Date; Extensions; Amendments

The expiration date for the exchange offer is 5:00 p.m., New York City time, on , 2003. We may extend this expiration date in our sole discretion, but in no event to a date later than , 2003. If we so extend the expiration date, the term "expiration date" shall mean the latest date and time to which we extend the exchange offer.

We reserve the right, in our reasonable discretion:

•: to delay accepting any old notes;
•: to extend the exchange offer;
•: to terminate the exchange offer if, in our reasonable judgment, any of the conditions described below shall not have been satisfied; or
•: to amend the terms of the exchange offer in any manner.

We will give oral or written notice of any delay, extension or termination to the exchange agent. In addition, we will give, as promptly as practicable, oral or written notice regarding any delay in acceptance, extension or termination of the offer to the registered holders of old notes. If we amend the exchange offer in a manner that we determine to constitute a material change, or if we waive a material condition, we will promptly disclose the amendment or waiver in a manner reasonably calculated to inform the holders of old notes of the amendment, and extend the offer to ensure that the offer remains open for at least five business days following the change.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination, amendment or waiver regarding the exchange offer, we shall have no obligation to publish, advertise, or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

Interest on the New Notes

Interest on the new notes will accrue at the rate of 9.75% per annum on the principal amount, payable semiannually in arrears on February 1 and August 1, commencing on August 1, 2003. In order to avoid duplicative payment of interest, all interest accrued on old notes that are accepted for exchange before August 1, 2003 will be superseded by the interest that is deemed to have accrued on the new notes from January 24, 2003 through the date of the exchange.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange new notes for, any old notes and we may terminate the exchange offer as provided in this prospectus before the acceptance of the old notes, if:

•: the exchange offer, or the making of any exchange by a holder, violates, in our good faith determination, any applicable law, rule or regulation or any applicable interpretation of the staff of the SEC;
•: any action or proceeding shall have been instituted or threatened with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; or
•: we have not obtained any governmental approval which we, in our reasonable discretion, consider necessary for the completion of the exchange offer as contemplated by this prospectus.

The conditions listed above are for our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our reasonable discretion in whole or in part at any time. A failure on our part to exercise any of the above rights shall not constitute a waiver of that right, and that right shall be considered an ongoing right which we may assert at any time and from time to time on or prior to the exchange date.

If we determine in our reasonable discretion that any of the events listed above has occurred, we may, subject to applicable law:

•: refuse to accept any old notes and return all tendered old notes to the tendering holders;
•: extend the exchange offer and retain all old notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders to withdraw these old notes; or
•: waive unsatisfied conditions relating to the exchange offer and accept all properly tendered old notes which have not been withdrawn.

Any determination by us concerning the above events will be final and binding.

In addition, we reserve the right in our sole discretion to:

•: purchase or make offers for any old notes that remain outstanding subsequent to the expiration date; and
•: to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise.

The terms of any such purchases or offers may differ from the terms of the exchange offer.

Procedures for Tendering

Except in limited circumstances, only a DTC participant listed on a DTC securities position listing with respect to the old notes may tender old notes in the exchange offer. To tender old notes in the exchange offer, holders of old notes that are DTC participants may follow the procedures for book-entry transfer as set forth below under "Book-Entry Transfer" and in the letter of transmittal.

In addition, you must comply with one of the following:

•: the exchange agent must receive, before expiration of the exchange offer, a timely confirmation of book-entry transfer of old notes into the exchange agent's account at DTC according to DTC's standard operating procedures for electronic tenders and a properly transmitted agent's message as described below; or
•: the exchange agent must receive any corresponding certificate or certificates representing old notes along with the letter of transmittal; or
•: the holder must comply with the guaranteed delivery procedures described below.

The tender by a holder of old notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. If less than all the old notes held by a holder are tendered, the tendering holder should fill in the amount of old notes being tendered in the specified box on the letter of transmittal. The entire amount of old notes delivered or transferred to the exchange agent will be deemed to have been tendered unless otherwise indicated.

The method of delivery of old notes, the letter of transmittal and all other required documents or transmission of an agent's message, as described under "Book-Entry Transfer", to the exchange agent is at the election and risk of the holder. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery to the exchange agent prior to the expiration of the exchange offer. No letter of transmittal or old notes should be sent to us or DTC. Delivery of documents to DTC in accordance with its procedures will not constitute delivery to the exchange agent.

Any beneficial holder whose old notes are registered in the name of his or its broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such

registered holder promptly and instruct such registered holder to tender on its behalf. If such beneficial holder wishes to tender on its own behalf, such beneficial holder must, prior to completing and executing the letter of transmittal and delivering its old notes, either:

•: make appropriate arrangements to register ownership of the old notes in such holder's name; or
•: obtain a properly completed bond power from the registered holder.

The transfer of record ownership may take considerable time and may not be completed prior to the expiration date.

Signatures on a letter of transmittal or a notice of withdrawal, as described in "—Withdrawal of Tenders" below, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution", within the meaning of Rule 17Ad-15 under the Exchange Act, which we refer to in this prospectus as an "eligible institution", unless the old notes are tendered:

•: by a registered holder who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on the letter of transmittal; or
•: for the account of an eligible institution.

If the letter of transmittal is signed by a person other than the registered holder of any old notes listed therein, the old notes must be endorsed or accompanied by appropriate bond powers which authorize the person to tender the old notes on behalf of the registered holder, in either case signed as the name of the registered holder or holders appears on the old notes. If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered old notes. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular old notes either before or after the expiration date. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, holders must cure any defects or irregularities in connection with tenders of old notes within a period we will determine. Although we intend to request the exchange agent to notify holders of defects or irregularities relating to tenders of old notes, neither we, the exchange agent nor any other person will have any duty or incur any liability for failure to give this notification. We will not consider tenders of old notes to have been made until these defects or irregularities have been cured or waived. The exchange agent will return any old notes that are not properly tendered and as to which the defects or irregularities have not been cured or waived to the tendering holders, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

In addition, we reserve the right, as set forth above under the caption "Conditions to the Exchange Offer," to terminate the exchange offer.

By tendering, each holder represents to us, among other things, that:

•: the holder acquired new notes pursuant to the exchange offer in the ordinary course of its business;

•: the holder has no arrangement or understanding with any person to participate in the distribution of the new notes within the meaning of the Securities Act; and
•: the holder is not our "affiliate," as defined in Rule 405 under the Securities Act.

If the holder is a broker-dealer which will receive new notes for its own account in exchange for old notes acquired by such broker-dealer as a result of market-making activities or other trading activities, such holder must acknowledge that it will deliver a prospectus in connection with any resale of the new notes.

Book-Entry Transfer

We understand that the exchange agent will make a request promptly after the date of this prospectus to establish an account with respect to the old notes at DTC for the purpose of facilitating the exchange offer. Any financial institution that is a participant in DTC's system, including Euroclear and Clearsteam, may make book-entry delivery of old notes by causing DTC to transfer such old notes into the exchange agent's DTC account in accordance with DTC's Automated Tender Offer Program procedures for such transfer. The exchange of new notes for tendered old notes will only be made after a timely confirmation of a book-entry transfer of the old notes into the exchange agent's account and timely receipt by the exchange agent of an agent's message.

The term "agent's message" means a message, transmitted by DTC and received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that DTC has received an express acknowledgment from a participant tendering old notes that such participant has received an appropriate letter of transmittal and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against the participant. Delivery of an agent's message will also constitute an acknowledgment from the tendering DTC participant that the representations contained in the letter of transmittal and described under "Resale of New Notes" above are true and correct.

Guaranteed Delivery Procedures

The following guaranteed delivery procedures are intended for holders who wish to tender their old notes but:

•: their old notes are not immediately available;
•: the holders cannot deliver their old notes, the letter of transmittal, or any other required documents to the exchange agent prior to the expiration date; or
•: the holders cannot complete the procedure under DTC's standard operating procedures for electronic tenders before expiration of the exchange offer.

The conditions that must be met to tender old notes through the guaranteed delivery procedures are as follows:

•

the tender must be made through an eligible institution;

•

before expiration of the exchange offer, the exchange agent must receive from the eligible institution either a properly completed and duly executed notice of guaranteed delivery in the form accompanying this prospectus, by facsimile transmission, mail or hand delivery, or a properly transmitted agent's message in lieu of notice of guaranteed delivery:

•: setting forth the name and address of the holder, the certificate number or numbers of the old notes tendered and the principal amount of old notes tendered;
•: stating that the tender offer is being made by guaranteed delivery; and

•: guaranteeing that, within three business days after expiration of the exchange offer, the letter of transmittal, or facsimile of the letter of transmittal, together with the old notes tendered or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•: the exchange agent must receive the properly completed and executed letter of transmittal, or facsimile of the letter of transmittal, as well as all tendered old notes in proper form for transfer or a book-entry confirmation, and any other documents required by the letter of transmittal, within three New York Stock Exchange trading days after expiration of the exchange offer.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

Your tender of old notes pursuant to the exchange offer is irrevocable except as otherwise provided in this section. You may withdraw tenders of old notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective:

•: the exchange agent must receive a written notice, which may be by telegram, telex, facsimile transmission or letter, of withdrawal at the address set forth below under "Exchange Agent"; or
•: for DTC participants, holders must comply with DTC's standard operating procedures for electronic tenders and the exchange agent must receive an electronic notice of withdrawal from DTC.

Any notice of withdrawal must:

•: specify the name of the person who tendered the old notes to be withdrawn;
•: identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of the old notes to be withdrawn;
•: be signed by the person who tendered the old notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees; and
•: specify the name in which the old notes are to be re-registered, if different from that of the withdrawing holder.

If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of the applicable facility. We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, for such withdrawal notices, and our determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no new notes will be issued with respect to them unless the old notes so withdrawn are validly re-tendered. Any old notes which have been tendered but which are not accepted for exchange will be returned to the holder without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be re-tendered by following the procedures described above under "Procedures for Tendering" at any time prior to the expiration date.

Exchange Agent

We have appointed U.S. Bank National Association as exchange agent in connection with the exchange offer. Holders should direct questions, requests for assistance and for additional copies of this prospectus, the letter of transmittal or notices of guaranteed delivery to the exchange agent addressed as follows:

By Hand or Overnight Courier:		By Facsimile Transmission:
U.S. Bank National Association Corporate Trust Services 180 East Fifth Street St. Paul, Minnesota 55101 Attention: Specialized Finance 4^th Floor		U.S. Bank National Association Corporate Trust Services 180 East Fifth Street St. Paul, Minnesota 55101 Attention: Specialized Finance 4^th Floor (651) 244-1537

Delivery of a letter of transmittal to any address or facsimile number other than the one set forth above will not constitute a valid delivery.

Fees and Expenses

We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will pay the exchange agent for its related reasonable out-of-pocket expenses, including accounting and legal fees. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the old notes and in handling or forwarding tenders for exchange.

Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes. If, however:

•: new notes are to be delivered to, or issued in the name of, any person other than the registered holder of the old notes tendered; or
•: tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or
•: a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offer;

then the tendering holder must pay the amount of any transfer taxes due, whether imposed on the registered holder or any other persons. If the tendering holder does not submit satisfactory evidence of payment of these taxes or exemption from them with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

Consequences of Failures to Properly Tender Old Notes in the Exchange

We will issue the new notes in exchange for old notes under the exchange offer only after timely receipt by the exchange agent of the old notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, holders of the old notes desiring to tender old notes in exchange for new notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of old notes for exchange. Old notes that are not tendered or that are tendered but not accepted by us will, following completion of the exchange offer, continue to be subject to the existing restrictions upon transfer under the Securities Act. Upon

completion of the exchange offer, specified rights under the exchange and registration rights agreement, including registration rights and any right to additional interest, will be either limited or eliminated.

Participation in the exchange offer is voluntary. In the event the exchange offer is completed, we will not be required to register the remaining old notes. Remaining old notes will continue to be subject to the following restrictions on transfer:

•: holders may resell old notes only if we register the old notes under the Securities Act, if an exemption from registration is available, or if the transaction requires neither registration under nor an exemption from the requirements of the Securities Act; and
•: the remaining old notes will bear a legend restricting transfer in the absence of registration or an exemption.

We do not currently anticipate that we will register the remaining old notes under the Securities Act. To the extent that old notes are tendered and accepted in connection with the exchange offer, any trading market for remaining old notes could be adversely affected.

DESCRIPTION OF THE NEW NOTES

General

You can find the definitions of certain terms used in this description under the subheading "—Certain Definitions". In this description, "Casella", "we" or "us" refers only to Casella Waste Systems, Inc. and not to any of its subsidiaries.

We issued the old notes, and will issue the new notes, under an indenture, dated as of January 24, 2003, as supplemented and amended from time to time (the "Indenture"), among us, the Guarantors (as defined below) and U.S. Bank National Association, a national banking association, as trustee (the "Trustee"). The terms of the notes include those stated in the Indenture and those made part of that Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The terms of the new notes are substantially identical to the terms of the old notes for which they may be exchanged pursuant to the exchange offer, except that the new notes are registered under the Securities Act and do not contain provisions for certain specified liquidated damages in connection with the failure to comply with the registration covenant. Accordingly, unless specifically stated to the contrary, the following description applies equally to the old notes and the new notes (which are sometimes referred to in this description collectively as "Notes").

The following description is a summary of the material provisions of the Indenture. It does not restate that agreement in its entirety. We urge you to read the indenture, because it, and not this description, defines your rights as holders of the notes. A copy of the form of indenture was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on January 24, 2003 and is available from us upon request. See also "Available Information".

We are offering to exchange new notes in the aggregate principal amount of $150.0 million for old notes. The notes will be issued only in registered form, without coupons, in denominations of $1,000 and integral multiples thereof.

Brief Description of the Notes and the Subsidiary Guarantees

The Notes will be:

•: general unsecured obligations of Casella;
•: subordinated in right of payment to all existing and future Senior Debt of Casella;
•: equal in right of payment to all future unsecured Indebtedness of Casella that is subordinated in right of payment to any other Indebtedness of Casella;
•: senior in right of payment to any future Indebtedness of Casella that expressly provides that it is junior in right of payment to the Notes; and
•: unconditionally guaranteed by the Guarantors.

The Notes will be guaranteed by each existing and future Restricted Subsidiary of Casella, other than any Foreign Subsidiary, our captive insurance subsidiary and certain inactive and insignificant Restricted Subsidiaries of Casella.

The Subsidiary Guarantee by each Guarantor will be:

•: general unsecured obligations of such Guarantor;
•: subordinated in right of payment to all existing and future Senior Debt of such Guarantor;
•: equal in right of payment to all future unsecured Indebtedness of such Guarantor that is subordinated in right of payment to any other Indebtedness of such Guarantor; and
•: senior in right of payment to any future Indebtedness of such Guarantor that expressly provides that it is junior in right of payment to the Subsidiary Guarantee of such Guarantor.

Assuming the offering of the old notes and the related transactions (including the initial borrowings under the Senior Credit Facility and the application of the net proceeds therefrom) had been completed on October 31, 2002, Casella and the Guarantors would have had total Senior Debt of approximately $158.7 million (not including outstanding letters of credit of approximately $44.8 million), and up to an additional $130.2 million of Senior Debt would have been available, subject to our meeting certain borrowing conditions, to be borrowed under the Senior Credit Facility. As indicated above and as discussed in detail below under the subheading "—Subordination," payments on the Notes and under the Subsidiary Guarantees will be subordinated to the payment of Senior Debt. The Indenture permits us and the Guarantors to incur additional Senior Debt.

All of our wholly-owned subsidiaries are "Restricted Subsidiaries." However, under the circumstances described below under "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," we will be permitted to designate certain of our subsidiaries as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to the restrictive covenants in the Indenture, but transactions between Casella and/or any of its Restricted Subsidiaries on the one hand and any of the Unrestricted Subsidiaries on the other hand will be subject to certain restrictive covenants.

Our Unrestricted Subsidiaries, Foreign Subsidiaries, our captive insurance subsidiary and certain inactive and insignificant Restricted Subsidiaries will not guarantee the Notes. The Notes will be structurally subordinated to the Indebtedness and other obligations (including trade payables) of our Unrestricted Subsidiaries, Foreign Subsidiaries and our captive insurance subsidiary.

Principal, Maturity and Interest

Casella issued $150.0 million of old notes on January 24, 2003. The Indenture provides for the issuance of additional Notes having identical terms and conditions to the Notes (the "Additional Notes"), subject to compliance with the covenants contained in the Indenture. Any Additional Notes will be part of the same issue as the Notes and will vote on all matters with the Notes.

Casella will issue Notes in denominations of $1,000 and integral multiples of $1,000.

The Notes will mature on February 1, 2013.

Interest on the Notes will accrue at the rate of 9.75% per annum and will be payable semi-annually in arrears on February 1 and August 1, commencing on August 1, 2003. Casella will make each interest payment to the Holders of record of the Notes on the immediately preceding January 15 and July 15. Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a Holder has given wire transfer instructions to Casella, Casella will make all principal, premium, if any, and interest payments on those Notes in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless Casella elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

Paying Agent and Registrar for the Notes

The Trustee will initially act as Paying Agent and Registrar. Casella may change the Paying Agent or Registrar without prior notice to the Holders of the Notes, and Casella or any of its Subsidiaries may act as Paying Agent or Registrar.

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and Casella may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. Casella is not required to transfer or exchange any Note selected for redemption. Also, Casella is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed. The registered Holder of a Note will be treated as the owner of it for all purposes.

Subsidiary Guarantees

The Guarantors will jointly and severally, fully and unconditionally, guarantee Casella's obligations under the Notes. The Subsidiary Guarantee of each Guarantor will be subordinated to the prior payment in full in cash or cash equivalents of all Senior Debt of that Guarantor to the same extent that the Notes are subordinated to Senior Debt of Casella. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Related to the Exchange Offer and the Notes—A court could void our subsidiaries' guarantees of the notes under fraudulent transfer laws."

The Subsidiary Guarantee of a Guarantor will be released:

•: upon the sale or other disposition (including by way of merger or consolidation), to any Person that is not an Affiliate of Casella, of all of the Capital Stock of that Guarantor held by Casella or any of its Restricted Subsidiaries or of all or substantially all of the assets of that Guarantor; provided that such sale or other disposition is made in accordance with the Indenture and, if Casella or any of its Restricted Subsidiaries intends to comply with the covenant described under the caption "—Repurchase at the Option of Holders—Asset Sales" by purchasing Replacement Assets, Casella delivers to the Trustee a written agreement that it will do so within the time frame set forth in the provisions of the Indenture described under the caption "—Repurchase at the Option of Holders—Asset Sales"; or
•: if Casella designates such Guarantor as an Unrestricted Subsidiary in accordance with the Indenture.

Subordination

The payment of all Obligations on or relating to the Notes is subordinated in right of payment to the prior payment in full in cash or cash equivalents of all Obligations on Senior Debt of Casella (including all Obligations with respect to the Senior Credit Facility, whether outstanding on the Issue Date or thereafter incurred). Notwithstanding the foregoing, payments and distributions made from the trust established pursuant to the provisions described under "—Legal Defeasance and Covenant Defeasance" shall not be so subordinated in right of payment so long as the payments into the trust were made in accordance with the requirements described under "—Legal Defeasance and Covenant Defeasance" and did not violate the subordination provisions when they were made.

The holders of Senior Debt will be entitled to receive payment in full in cash or cash equivalents of all Obligations due in respect of Senior Debt before the Holders of Notes will be entitled to receive any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the Notes (other than payments or distributions of Permitted Junior Securities) in the event of any distribution to creditors of Casella:

(1): in a total or partial liquidation, dissolution or winding up of Casella;

(2): in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Casella or its assets;
(3): in an assignment for the benefit of creditors; or
(4): in any marshalling of Casella's assets and liabilities.

Casella also may not make any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the Notes or acquire any Notes for cash or assets or otherwise, other than payments or distributions of Permitted Junior Securities and payments and distributions made from the trust established pursuant to the provisions described under "—Legal Defeasance and Covenant Defeasance" so long as the payments into the trust were made in accordance with the requirements described under "—Legal Defeasance and Covenant Defeasance" and did not violate the subordination provisions when they were made, if:

(1): a payment default on any Senior Debt occurs and is continuing beyond the applicable grace period, if any; or
(2): any other default occurs and is continuing on Designated Senior Debt that permits holders of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from the Representative of any Designated Senior Debt.

Payments on and distributions with respect to any Obligations on, or with respect to, the Notes may and shall be resumed:

(1): in the case of a payment default, upon the date on which all payment defaults are cured or waived; and
(2): in case of a nonpayment default, the earliest of (x) the date on which all such nonpayment defaults are cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received or (z) the date on which the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.

No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period ending after the date of delivery of such initial Payment Blockage Notice that in either case would give rise to a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

Casella must promptly notify holders of Senior Debt if payment of the Notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of Casella, Holders of the Notes may recover less ratably than creditors of Casella who are holders of Senior Debt. See "Risk Factors—Risks Related to the Exchange Offer and the Notes—The new notes will be unsecured and subordinated to our senior debt."

Optional Redemption

Prior to February 1, 2006, Casella may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to

109.75% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that

•: at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after such redemption (excluding Notes held by Casella or any of its Subsidiaries); and
•: the redemption must occur within 90 days after the closing of such Public Equity Offering (disregarding the date of closing of any over-allotment option with respect thereto).

Except pursuant to the preceding paragraph, the Notes will not be redeemable at Casella's option prior to February 1, 2008.

On or after February 1, 2008, Casella may redeem some or all of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of the years indicated below:

Year	Percentage
2008	104.875	%
2009	103.250	%
2010	101.625	%
2011 and thereafter	100.000	%

Casella may acquire Notes by means other than a redemption, whether pursuant to an issuer tender offer, open market purchases, negotiated transactions or otherwise, so long as such acquisition does not otherwise violate the terms of the Indenture.

Selection and Notice

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

•: if the Notes are listed on a national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or
•: if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

provided that, in the case of such redemption pursuant to the first paragraph under "—Optional Redemption" or with Net Proceeds from an Asset Sale pursuant to the provisions of the Indenture described in clause (3) of the second paragraph under the caption "—Repurchase at the Option of Holders—Asset Sales," the Trustee will select the Notes on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of The Depository Trust Company).

No Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each Holder of Notes will have the right to require Casella to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder's Notes pursuant to a Change of Control Offer (the "Change of Control Offer"). In the Change of Control Offer, Casella will offer to pay an amount in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Within 30 days following any Change of Control, Casella will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date (the "Change of Control Payment Date") specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice.

On or before the Change of Control Payment Date, Casella will, to the extent lawful:

•: accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
•: deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and
•: deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by Casella.

The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.

Prior to complying with any of the provisions of this "Change of Control" covenant, but in any event within 90 days following a Change of Control, Casella will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this covenant. Casella will publicly announce the results of the Change of Control Offer as soon as practicable after the Change of Control Payment Date.

Casella will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by Casella and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

Notwithstanding the foregoing, Casella shall not be required to make a Change of Control Offer, as provided above, if, in connection with or in contemplation of any Change of Control, it or a third party has made an offer to purchase (an "Alternate Offer") any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternate Offer. The Alternate Offer must comply with all the other provisions applicable to the Change of Control Offer, shall remain, if commenced prior to the Change of Control, open for acceptance until the consummation of the Change of Control and must permit Holders to withdraw any tenders of Notes made into the Alternate Offer until the final expiration or consummation thereof.

Casella will comply, and will cause any third party making a Change of Control Offer or an Alternate Offer to comply, with the requirements of Rule 14e-1 under the Exchange Act and any other

securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with a Change of Control Offer or an Alternate Offer. To the extent the provisions of any applicable securities laws or regulations conflict with the provisions of the Indenture relating to a Change of Control Offer, Casella will not be deemed to have breached its obligations under the Indenture by virtue of complying with such laws or regulations.

The occurrence of a Change of Control would constitute an event of default under Casella's Senior Credit Facility. In addition, the Senior Credit Facility prohibits, and the agreements governing any future Senior Debt may prohibit, Casella from purchasing any Notes, and may also provide that certain change of control events with respect to Casella would constitute a default under such agreements. In the event a Change of Control occurs at a time when Casella is prohibited from purchasing Notes, Casella could seek the consent of its senior lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If Casella does not obtain such a consent or repay such borrowings, Casella will remain prohibited from purchasing Notes. In such case, Casella's failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the Holders of Notes.

The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of Casella and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require Casella to repurchase such Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Casella and its Subsidiaries taken as a whole may be uncertain.

The provisions described above that require Casella to make a Change of Control Offer following a Change of Control will be applicable regardless of whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that Casella repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

Asset Sales

Casella will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

•

Casella or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued, sold or otherwise disposed of;

•

such fair market value, if in excess of $5.0 million, is determined in good faith by Casella's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and

•

at least 75% of the consideration therefor received by Casella or such Restricted Subsidiary is in the form of cash or Cash Equivalents and is received at the time of such Asset Sale. For purposes of this provision, each of the following shall be deemed to be cash:

(a): the amount of any liabilities shown on Casella's or such Restricted Subsidiary's most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by another Person and from which Casella and its Restricted Subsidiaries are released from further liability; and

(b): any securities, notes or other obligations received by Casella or any such Restricted Subsidiary from such transferee that are promptly (subject to ordinary settlement periods) converted by Casella or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Casella may apply such Net Proceeds at its option:

(1): to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to permanently reduce a corresponding amount of commitments with respect thereto;
(2): to make an investment in or expenditures for assets (excluding securities other than Capital Stock of any Person that (A) is or becomes a Guarantor or (B) is merged, consolidated or amalgamated with or into, or transfers all or substantially all of its assets to, or is liquidated into, Casella or any Guarantor) that replace the assets that were the subject of the Asset Sale or that will be used in the Permitted Business ("Replacement Assets"); and/or
(3): to redeem Notes pursuant to any of the provisions of the Indenture described under the caption "—Optional Redemption."

Pending the final application of any such Net Proceeds, Casella may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied as provided in the preceding paragraph will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, Casella will make an offer to

•: all Holders of Notes and
•: all holders of other Indebtedness that ranks pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets

to purchase (an "Asset Sale Offer") the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price for Notes in any Asset Sale Offer will be equal to 100% of the principal amount of Notes purchased, plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, Casella shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Accordingly, if any Excess Proceeds remain after consummation of an Asset Sale Offer, Casella may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture.

When any non-cash consideration received by Casella or any of its Restricted Subsidiaries in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash or Cash Equivalents, such cash and Cash Equivalents must be applied in accordance with this covenant.

Casella will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with an Asset Sale Offer. To the extent the provisions of any applicable securities laws or regulations conflict with the provisions of the Indenture relating to an Asset Sale Offer, Casella will not be deemed to have breached its obligations under the Indenture by virtue of complying with such laws or regulations.

The Senior Credit Facility currently prohibits Casella from purchasing any Notes. In addition, the agreements governing any future Senior Debt may prohibit Casella from purchasing any Notes. In the

event the Indenture requires Casella to make an Asset Sale Offer at a time when Casella is prohibited from purchasing Notes, Casella could seek the consent of its senior lenders to the purchase of Notes, use the proceeds of the Asset Sale to pay down such Senior Debt, or attempt to refinance the borrowings that contain such prohibitions. If Casella does not obtain such consents or repay or refinance such borrowings, Casella would remain prohibited from purchasing Notes. In such case, Casella's failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the Holders of Notes.

Certain Covenants

Set forth below are summaries of certain covenants contained in the Indenture.

Restricted Payments

Casella will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(i): declare or pay any dividend or make any other payment or distribution on account of Casella's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Casella or any of its Restricted Subsidiaries) or to the direct or indirect holders of Casella's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable solely in Qualified Capital Stock or dividends or distributions payable to Casella or any of its Restricted Subsidiaries);
(ii): purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Casella or any of its Restricted Subsidiaries) any Equity Interests of Casella or any direct or indirect parent of Casella or any Restricted Subsidiary of Casella (other than any such Equity Interests owned by Casella or any of its Restricted Subsidiaries);
(iii): make any payment on or with respect to, or purchase, redeem, prepay, decrease, defease or otherwise acquire or retire for value, any Indebtedness that is expressly subordinated in right of payment to the Notes or any Subsidiary Guarantee, except (x) any payment of interest or principal at the Stated Maturity thereof, (y) any payment made with Qualified Capital Stock and (z) any payment made to Casella or any of its Restricted Subsidiaries; or
(iv): make any Restricted Investment

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

(1)

no Default has occurred and is continuing or would occur as a consequence thereof;

(2)

Casella would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable Four Quarter Period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; and

(3)

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Casella and its Restricted Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4) (only to the extent payable to Casella or any of its Restricted Subsidiaries), (5), (7) and (8) of the next succeeding paragraph), is less than the sum (the "Basket"), without duplication, of

(a): 50% of the Consolidated Net Income of Casella for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to

the end of Casella's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(b): 100% of the aggregate net cash proceeds received by Casella since the Issue Date from the issuance and sale of Qualified Capital Stock or from the issuance and sale of convertible or exchangeable Disqualified Capital Stock or Indebtedness of Casella or any of its Restricted Subsidiaries that has been converted into or exchanged for Qualified Capital Stock (other than any issuance and sale to a Subsidiary of Casella), less the amount of any cash, or the fair market value of any other assets, distributed by Casella or any of its Restricted Subsidiaries upon such conversion or exchange (other than to Casella or any of its Restricted Subsidiaries), plus
(c): to the extent not otherwise included in the calculation of Consolidated Net Income for purposes of clause (a) above, 100% of (x) any amount received in cash by Casella or any of its Restricted Subsidiaries as dividends, distributions or return of capital from, or payment of interest or principal on any loan or advance to, and (y) the aggregate net cash proceeds received by Casella or any of its Restricted Subsidiaries upon the sale or other disposition of, the investee (other than an Unrestricted Subsidiary of Casella) of any Investment made by Casella and its Restricted Subsidiaries since the Issue Date; provided that the foregoing sum shall not exceed, in the case of any investee, the aggregate amount of Investments previously made (and treated as a Restricted Payment) by Casella or any of its Restricted Subsidiaries in such investee subsequent to the Issue Date; plus
(d): to the extent not otherwise included in the calculation of Consolidated Net Income for purposes of clause (a) above, 100% of (x) any amount received in cash by Casella or any of its Restricted Subsidiaries as dividends, distributions or return of capital from, or payment of interest or principal on any loan or advance to, or upon the sale or other disposition of the Capital Stock of, an Unrestricted Subsidiary of Casella and (y) the fair market value of the net assets of an Unrestricted Subsidiary of Casella, at the time such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary or is merged, consolidated or amalgamated with or into, or is liquidated into, Casella or any of its Restricted Subsidiaries, multiplied by Casella's proportionate interest in such Subsidiary; provided that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the aggregate amount of Investments previously made (and treated as a Restricted Payment) by Casella or any of its Restricted Subsidiaries in such Unrestricted Subsidiary subsequent to the Issue Date; plus
(e): to the extent not otherwise included in the calculation of Consolidated Net Income for purposes of clause (a) above, 100% of the amount of any Investment made (and treated as a Restricted Payment) since the Issue Date in a Person that subsequently becomes a Restricted Subsidiary of Casella.

The preceding provisions will not prohibit:

(1): the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture;
(2): the redemption, repurchase, retirement, defeasance or other acquisition of (a) any Indebtedness of Casella or any Guarantor that is expressly subordinated in right of payment to the Notes or any Subsidiary Guarantee or (b) any Equity Interests of Casella or any of its Restricted Subsidiaries in exchange for, or out of the net cash proceeds of the substantially concurrent issuance and sale (other than to a Subsidiary of Casella) of, Qualified Capital Stock; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall not increase the Basket;
(3): the redemption, repurchase, retirement, defeasance or other acquisition of Indebtedness of Casella or any Guarantor which is expressly subordinated in right of payment to the Notes or any Subsidiary Guarantee with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;
(4): the payment of any dividend or other distribution of earnings and profits by a Restricted Subsidiary of Casella to the holders of all of its Equity Interests on a pro rata basis or to the holders of the Equity Interests of GreenFiber in accordance with the terms of the limited liability company agreement governing GreenFiber, as in effect at the time of such payment;
(5): the repurchase of Equity Interests deemed to occur upon the exercise of stock options if such Equity Interests represent a portion of the exercise price thereof;
(6): as long as no Default has occurred and is continuing or would be caused thereby, the redemption, repurchase or other acquisition of Equity Interests constituting restricted stock repurchased from an employee of Casella or any of its Restricted Subsidiaries in connection with the termination of employment of such employee, in an amount not to exceed the net cash proceeds received from such terminated employee upon issuance of such Equity Interests;
(7): (i) the redemption in cash on or after August 11, 2007 of the shares of Series A Redeemable Convertible Preferred Stock outstanding on the date hereof pursuant to the mandatory redemption provisions of the Series A Convertible Preferred Stock and (ii) the payment of dividends on the Series A Redeemable Convertible Preferred Stock by the increase, at or after the relevant dividend payment dates, in the liquidation preference thereof equal to the amount of such dividends; and
(8): Restricted Payments not to exceed $5.0 million in the aggregate since the Issue Date.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Casella or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities having a fair market value in excess of $5.0 million that are required to be valued by this covenant shall be determined in good faith by the Board of Directors, whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors' determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $10.0 million. Not later than the date of making any Restricted Payment, Casella shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this "Restricted Payments" covenant were computed, together with a copy of any fairness opinion or appraisal required by the Indenture.

In determining whether any Restricted Payment is permitted by the foregoing covenant, Casella may allocate or reallocate all or any portion of such Restricted Payment between clauses (6) and (8) of the second paragraph of this "—Restricted Payments" covenant or between such clauses and the Basket; provided that at the time of such allocation or reallocation, all such Restricted Payments, or allocated portions thereof, would be permitted under such provisions.

Incurrence of Indebtedness and Issuance of Preferred Stock

On or after the date of the Indenture (i) Casella will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Debt), and (ii) Casella will not issue any Disqualified Capital Stock and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided that Casella or any Guarantor may incur Indebtedness (including Acquired Debt), and Casella may issue Disqualified Capital Stock, if the Consolidated Fixed Charge Coverage Ratio is at least 2.0 to 1.0 (this proviso, the "Coverage Ratio Exception").

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

(1)

Indebtedness and letters of credit under the Senior Credit Facility (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Casella and its Restricted Subsidiaries thereunder) in an aggregate principal amount not to exceed $375.0 million less the aggregate amount of all Net Proceeds of Asset Sales applied by Casella or any of its Subsidiaries since the date of the Indenture to repay Indebtedness under the Senior Credit Facility pursuant to clause (1) of the second paragraph under "—Repurchase at the Option of Holders—Asset Sales";

(2)

the Notes issued on the Issue Date, the Exchange Notes and the Subsidiary Guarantees thereof;

(3)

Capital Lease Obligations and Purchase Money Obligations, and Permitted Refinancing Indebtedness thereof, in an aggregate amount not to exceed $10.0 million at any time outstanding;

(4)

Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refinance, (x) Existing Indebtedness or (y) Indebtedness incurred under the Coverage Ratio Exception or clause (2) of this paragraph or this clause (4);

(5)

Indebtedness owed by Casella or any of its Restricted Subsidiaries to Casella or any of its Restricted Subsidiaries; provided that:

(a): if Casella or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of Casella, or the Subsidiary Guarantee of such Guarantor, in the case of a Guarantor; and
(b): (x) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Casella or a Wholly Owned Restricted Subsidiary thereof and (y) any sale or other transfer of any such Indebtedness to a Person that is not either Casella or a Wholly Owned Restricted Subsidiary thereof shall be deemed, in each case, to constitute an incurrence of such Indebtedness by Casella or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (5);

(6)

Hedging Obligations with respect to (a) interest rates on any Indebtedness that is permitted by the terms of the Indenture to be outstanding, (b) foreign currency exchange rates, (c) prices of recycled paper, fiber, aluminum, tin, glass, rubber, plastics or other recycled

products or (d) the price of fuel required for the operations of the businesses of Casella and its Restricted Subsidiaries; provided that (i) any such Hedging Obligation of the type described in clauses (b) through (d) will be permitted by this clause (6) only if it was entered into to protect Casella and its Restricted Subsidiaries from fluctuations in foreign currency exchange rates, the prices of recycled paper, fiber, aluminum, tin, glass, rubber, plastics or other recycled products or fuel covered by such agreements, as applicable, and not for speculative purposes, (ii) in the case of Hedging Obligations of the type described in clause (a) above, any such Hedging Obligations will be permitted by this clause (6) only to the extent the notional principal amount of such Hedging Obligations, when incurred, does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate and (iii) in the case of Hedging Obligations of the type described in clause (b) above, such Hedging Obligations do not increase the Indebtedness of Casella and its Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(7): obligations in the ordinary course of business in respect of workers' compensation claims, self-insurance obligations, performance, surety and similar bonds and completion bonds and bid guarantees with respect to the assets or business of Casella or any of its Restricted Subsidiaries;
(8): (x) the Guarantee by Casella or any Guarantor of Indebtedness of Casella or a Guarantor and (y) the guarantee by any Restricted Subsidiary that is not a Guarantor of Indebtedness of any other Restricted Subsidiary that is not a Guarantor; provided that, in each case, the Indebtedness being guaranteed is permitted to be incurred by another provision of the Indenture;
(9): indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business or assets of Casella or any of its Restricted Subsidiaries or Capital Stock of any of its Restricted Subsidiaries; provided that the maximum aggregate liability in respect of all of such obligations outstanding under this clause (9) shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by Casella and its Restricted Subsidiaries in connection with such dispositions;
(10): Acquired Debt incurred by the debtor prior to the time that the debtor thereunder was acquired by or merged into Casella or any of its Subsidiaries, or prior to the time that the related asset was acquired by Casella or any of its Subsidiaries, and was not incurred in connection with, or in contemplation of, such acquisition or merger, and Permitted Refinancing Indebtedness thereof, in an aggregate amount not to exceed $10.0 million at any time outstanding;
(11): Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds; provided that such Indebtedness is extinguished within five business days of incurrence; and
(12): additional Indebtedness in an aggregate amount not to exceed $10.0 million at any time outstanding.

Notwithstanding any other provision in this covenant, the maximum amount of Indebtedness that Casella or any of its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded as a result of fluctuations in exchange rates of currencies. The outstanding principal amount of any particular Indebtedness shall be counted only once and any obligation arising under any

Guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded, so long as the obligor is permitted to incur such obligation. For purposes of determining compliance with this covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (12) above, or is entitled to be incurred pursuant to the Coverage Ratio Exception, Casella will be permitted to divide and classify such item of Indebtedness on the date of its incurrence in any manner that complies with this covenant (provided that all Indebtedness outstanding under the Senior Credit Facility on the Issue Date shall be deemed to have been incurred pursuant to clause (1) above).

No Senior Subordinated Debt

Casella will not, directly or indirectly, incur any Indebtedness that is, or purports to be, subordinate or junior in right of payment to any Senior Debt of Casella and senior in any respect in right of payment to the Notes. No Guarantor will, directly or indirectly, incur any Indebtedness that is, or purports to be, subordinate or junior in right of payment to any Senior Debt of such Guarantor and senior in any respect in right of payment to such Guarantor's Subsidiary Guarantee. For purposes hereof, unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness solely because it is unsecured, and Indebtedness that is not Guaranteed by a particular Person shall not be deemed to be subordinate or junior to Indebtedness solely because it is not so Guaranteed.

Liens

Casella will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness, Attributable Debt or trade payables on any asset now owned or hereafter acquired, except Permitted Liens, unless all payments due under the Indenture and the Notes are secured on an equal and ratable basis with the obligation so secured until such time as such is no longer secured by a Lien; provided that if such obligation is by its terms expressly subordinated to the Notes or any Subsidiary Guarantee, the Lien securing such obligation shall be subordinate and junior to the Lien securing the Notes and the Subsidiary Guarantees with the same relative priority as such subordinate or junior obligation shall have with respect to the Notes and the Subsidiary Guarantees.

Dividend and Other Payment Restrictions Affecting Subsidiaries

Casella will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1): pay dividends or make any other distributions on or in respect of its Equity Interests to Casella or any of Casella's Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Casella or any of Casella's Restricted Subsidiaries;
(2): make loans or advances to Casella or any of Casella's Restricted Subsidiaries; or
(3): transfer any of its properties or assets to Casella or any of Casella's Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1): the Senior Credit Facility or any Existing Indebtedness, in each case, as in effect on the date of the Indenture and any amendments or refinancings thereof; provided that such amendments or refinancings are not materially more restrictive, taken as a whole, with respect to such

dividend and other restrictions than those contained in the Senior Credit Facility or such Existing Indebtedness, as in effect on the date of the Indenture;

(2): the Indenture and the Notes;
(3): applicable law, rule, regulation or order of any governmental authority;
(4): any instrument governing Indebtedness or Capital Stock of a Person acquired by Casella or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;
(5): customary non-assignment provisions (and sublease restrictions) in leases entered into in the ordinary course of business and consistent with past practices;
(6): Purchase Money Obligations that impose restrictions only on the property acquired of the nature described in clause (3) of the preceding paragraph;
(7): any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; provided that such sale or disposition is made in compliance with the provisions of the Indenture described under the caption "—Repurchase at the Option of Holders—Asset Sales";
(8): Permitted Refinancing Indebtedness; provided that such dividend and other restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9): Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of the covenant described above under the caption "—Liens" that limit the right of Casella or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10): provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;
(11): customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business; and
(12): any agreement relating to a Sale and Leaseback Transaction or Capital Lease Obligation, in each case, otherwise permitted by the Indenture, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a Sale and Leaseback Transaction or capital lease.

Transactions with Affiliates

Casella will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract,

agreement, understanding, loan, advance or guarantee with, or for the benefit of, any of its Affiliates (each, an "Affiliate Transaction"), unless:

(1)

such Affiliate Transaction is on terms that are no less favorable to Casella or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Casella or such Restricted Subsidiary with an unrelated Person; and

(2)

Casella delivers to the Trustee:

(a): with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $2.0 million, a resolution of the Board of Directors of Casella set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the Disinterested Directors of Casella, if there are any such Disinterested Directors; and
(b): with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, or in excess of $2.0 million if such transaction has not been approved by a majority of the Disinterested Directors or if at such time there are no Disinterested Directors, an opinion as to the fairness of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1): transactions exclusively between or among Casella and/or one or more of its Restricted Subsidiaries; provided, in each case, such transaction is not otherwise prohibited by the Indenture and that no Affiliate of Casella (other than a Restricted Subsidiary) owns any Equity Interests in any Restricted Subsidiary that is a party to such transaction;
(2): any agreement in effect on the Issue Date as in effect on the Issue Date or as thereafter amended in a manner which is, taken as a whole, in the good faith judgment of the Board of Directors of Casella not materially less favorable to Casella or such Restricted Subsidiary than the original agreement as in effect on the Issue Date;
(3): any employment, compensation, benefit or indemnity agreements, arrangements or plans in respect of any officer, director, employee or consultant of Casella or any of its Restricted Subsidiaries entered into in the ordinary course of business and approved by the Board of Directors of Casella;
(4): loans and advances permitted by clause (6) of the definition of "Permitted Investments";
(5): transactions between Casella or any of its Restricted Subsidiaries and GreenFiber; provided, in each case, that (i) such transaction (a) is on terms that are no less favorable to Casella or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Casella or such Restricted Subsidiary with an unrelated Person and (b) is not otherwise prohibited by the Indenture and (ii) that no Affiliate of Casella (other than a Restricted Subsidiary) owns any Equity Interests in any Person that is a party to such transaction;
(6): the issuance and sale of Qualified Capital Stock; and
(7): Restricted Payments (other than Investments) that are permitted by the provisions of the Indenture described under the caption "—Restricted Payments."

Additional Subsidiary Guarantees

If Casella or any of its Restricted Subsidiaries transfers, acquires or creates another Restricted Subsidiary (other than any Foreign Subsidiary) after the date of the Indenture or transfers or causes to be transferred, in any one transaction or a series of related transactions, any assets in excess of $1,000 to any Restricted Subsidiary (other than a Foreign Subsidiary or our captive insurance subsidiary) that is not a Guarantor, or designates any Unrestricted Subsidiary (other than a Foreign Subsidiary) as a Restricted Subsidiary, then that newly acquired, created, capitalized or designated Restricted Subsidiary must become a Guarantor and shall, within ten business days of the date on which it was so acquired, created, capitalized or designated:

•: execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of Casella's obligations under the Notes and the Indenture on the terms set forth in the Indenture and
•: deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a valid and legally binding and enforceable obligation of such Restricted Subsidiary, subject to customary exceptions.

Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of the Indenture.

Notwithstanding the preceding paragraph, any Subsidiary Guarantee will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances described above under the caption "—Subsidiary Guarantees." The form of the Subsidiary Guarantee will be attached as an exhibit to the Indenture.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of Casella may designate (a "Designation") any Restricted Subsidiary to be an Unrestricted Subsidiary if such Designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by Casella and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such Designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption "—Restricted Payments" or for Permitted Investments, as applicable. All such outstanding Investments will be valued at their fair market value at the time of such Designation in accordance with the provisions of the second to last paragraph under "—Restricted Payments." Such Designation will be permitted only if such Investment would be a Permitted Investment or otherwise would at the time of such Designation not be prohibited under provisions of the Indenture described under the caption "—Restricted Payments."

The Board of Directors of Casella may revoke any Designation of a Subsidiary of Casella as an Unrestricted Subsidiary (a "Revocation"); provided that

(a): no Default exists at the time of or after giving effect to such Revocation; and
(b): all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such Revocation would, if incurred at such time, have been permitted to be incurred (and shall be deemed to have been incurred) for all purposes of the Indenture.

Any such Designation or Revocation by the Board of Directors of Casella after the Issue Date shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of Casella giving effect to such Designation or Revocation and an Officers' Certificate certifying that such Designation or Revocation complied with the foregoing provisions.

Sale and Leaseback Transactions

Casella will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that Casella or any Restricted Subsidiary of Casella that is a Guarantor may enter into a Sale and Leaseback Transaction if:

(1): Casella or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction pursuant to the covenant described under "—Incurrence of Indebtedness and Issuance of Preferred Stock" and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption "—Liens";
(2): the gross cash proceeds of such Sale and Leaseback Transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee, of the assets that are the subject of such Sale and Leaseback Transaction; and
(3): the transfer of assets in such Sale and Leaseback Transaction is permitted by, and Casella applies the proceeds of such transaction in compliance with, the provisions of the Indenture described above under the caption "—Repurchase at the Option of Holders—Asset Sales" (unless the sale of such assets would not constitute an Asset Sale under the definition of "Asset Sale").

Limitation on Issuances and Sales of Equity Interests in Wholly Owned Subsidiaries

Casella will not, and will not permit any of its Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Wholly Owned Restricted Subsidiary of Casella to any Person (other than Casella or a Wholly Owned Restricted Subsidiary of Casella), unless the transfer, conveyance, sale, lease or other disposition is of all the Equity Interests in such Wholly Owned Restricted Subsidiary and the Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the provisions of the Indenture described above under the caption "—Repurchase at the Option of Holders—Asset Sales." In addition, Casella will not permit any of its Wholly Owned Restricted Subsidiaries to issue any of their Equity Interests (other than, if necessary, shares of their Capital Stock constituting directors' qualifying shares) to any Person other than Casella or a Wholly Owned Restricted Subsidiary of Casella. This covenant will not apply with respect to the Equity Interests of GreenFiber or any of its Subsidiaries or its direct parent if or when GreenFiber becomes a Wholly Owned Restricted Subsidiary of Casella.

Business Activities

Casella will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses.

Payments for Consent

Casella will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Reports

Whether or not required by the SEC, so long as any Notes are outstanding, Casella will furnish to the Holders of Notes, within the time periods specified in the SEC's rules and regulations:

(1): all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Casella were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by Casella's certified independent accountants; and
(2): all current reports that would be required to be filed with the SEC on Form 8-K if Casella were required to file such reports.

If Casella has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Casella and its Restricted Subsidiaries separate from the financial condition and results of operations of Casella's Unrestricted Subsidiaries.

In addition, whether or not required by the SEC, Casella will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.

Merger, Consolidation, or Sale of Assets

(a) Casella may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Casella is the surviving corporation); or (2) sell, assign, lease, transfer, convey or otherwise dispose of all or substantially all of Casella's properties or assets (determined on a consolidated basis for Casella and its Restricted Subsidiaries), in one or more related transactions, to another Person, unless:

(1)

either: (A) Casella is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than Casella) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (the "Surviving Person") is a corporation organized under the laws of the United States, any State thereof or the District of Columbia;

(2)

the Surviving Person assumes all the obligations of Casella under the Notes, the Indenture and the Exchange and Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(3)

immediately after such transaction no Default exists (including, without limitation, after giving effect to any Indebtedness or Liens incurred, assumed or granted in connection with or in respect of such transaction); and

(4)

Casella or the Surviving Person:

(x): will have a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of Casella immediately preceding the transaction; and
(y): will be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception.

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The foregoing clauses (3) and (4) shall not apply to (a) a merger or consolidation of any Restricted Subsidiary with or into Casella or (b) a transaction solely for the purpose of and with the effect of reincorporating Casella in another jurisdiction and/or forming a holding company to hold all of the Capital Stock of Casella or forming an intermediate holding company to hold all of the Capital Stock of Casella's Subsidiaries.

In the event of any transaction described in and complying with the conditions listed in the preceding paragraph in which Casella is not the continuing corporation, the successor Person formed or remaining shall succeed to, and be substituted for, and may exercise every right and power of, Casella and Casella will be discharged from all obligations and covenants under the Indenture and the Notes.

(b) No Guarantor may, and Casella will not cause or permit any Guarantor to, consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person unless:

(1): immediately after such transaction, no Default exists (including, without limitation, after giving effect to any Indebtedness or Liens incurred, assumed or granted in connection with or in respect of such transaction); and
(2): the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor under its Subsidiary Guarantee, the Indenture and the Exchange and Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee.

The requirements of this clause (b) shall not apply to (x) a consolidation or merger of any Guarantor with or into Casella or any other Guarantor so long as Casella or a Guarantor survives such consolidation or merger or (y) the sale by consolidation or merger of a Guarantor, which sale is covered by and complies with the provisions of the Indenture described under "—Repurchase at the Option of Holders—Asset Sales."

(c) Casella will deliver to the Trustee prior to the consummation of each proposed transaction an Officers' Certificate certifying that the conditions set forth above are satisfied and an Opinion of Counsel, which opinion may contain customary exceptions and qualifications, that the proposed transaction and the supplemental indenture, if any, comply with the Indenture.

Events of Default and Remedies

Each of the following is an "Event of Default":

(1): default for a continued period of 30 days in the payment when due of interest on the Notes, whether or not prohibited by the subordination provisions of the Indenture;
(2): default in payment when due of the principal of or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of the Indenture;
(3): failure by Casella or any of its Subsidiaries to comply with the provisions described under the captions "—Repurchase at the Option of Holders—Change of Control" or "—Repurchase at the Option of Holders—Asset Sales";
(4): failure by Casella or any of its Restricted Subsidiaries to comply with any of the other agreements or covenants in the Indenture or the Notes for 60 days after delivery of written notice of such failure to comply by the Trustee or Holders of not less than 25% of the principal amount of the Notes then outstanding;

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(5)

default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness whether such Indebtedness now exists or is created after the date of the Indenture, if that default:

(a): is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or
(b): results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

(6)

failure by Casella or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(7)

except as permitted by the Indenture, any Subsidiary Guarantee of any Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee;

(8)

a court having jurisdiction in the premises enters (a) a decree or order for relief in respect of Casella or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (b) a decree or order adjudging Casella or any of its Significant Subsidiaries a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Casella or any of its Significant Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of Casella or any of its Significant Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order of the type in clause (a) or (b) above remains unstayed and in effect for a period of 60 consecutive days; or

(9)

Casella or any of its Significant Subsidiaries:

(a): commences a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent; or
(b): consents to the entry of a decree or order for relief in respect of Casella or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against Casella or any of its Significant Subsidiaries; or
(c): files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law; or
(d): consents to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of Casella or any of its Significant Subsidiaries or of any substantial part of its property; or
(e): makes an assignment for the benefit of creditors; or
(f): admits in writing its inability to pay its debts generally as they become due.

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In the case of an Event of Default under clause (8) or (9) with respect to Casella or any Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal or premium of, the Notes.

Casella is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default, Casella is required to deliver to the Trustee a statement specifying such Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of Casella or any Guarantor, as such, shall have any liability for any obligations of Casella or the Guarantors under the Notes, the Indenture, the Guarantors' Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

Casella may, at its option and at any time, elect to have all of its Obligations discharged with respect to the outstanding Notes and all Obligations of the Guarantors discharged with respect to their Subsidiary Guarantees ("Legal Defeasance") except for:

(1): the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due from the trust referred to below;
(2): Casella's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;
(3): the rights, powers, trusts, duties and immunities of the Trustee, and Casella's obligations in connection therewith; and
(4): the Legal Defeasance provisions of the Indenture.

In addition, Casella may, at its option and at any time, elect to have the obligations of Casella and the Guarantors released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes.

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In order to exercise either Legal Defeasance or Covenant Defeasance:

(1): Casella must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and Casella must specify whether the Notes are being defeased to maturity or to a particular redemption date;
(2): in the case of Legal Defeasance, Casella shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) Casella has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
(3): in the case of Covenant Defeasance, Casella shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(4): no Default shall have occurred and be continuing either: (a) on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit), or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit; provided that such Legal Defeasance or Covenant Defeasance, as the case may be, shall be deemed to have occurred on the date of such deposit, subject to an Event of Default from bankruptcy or insolvency within such 91-day period;
(5): such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which Casella or any of its Restricted Subsidiaries is a party or by which Casella or any of its Restricted Subsidiaries is bound;
(6): Casella must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by Casella with the intent of preferring the Holders of Notes over the other creditors of Casella with the intent of defeating, hindering, delaying or defrauding creditors of Casella or others; and
(7): Casella must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

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Amendment, Supplement and Waiver

Casella and the Guarantors, when authorized by board resolutions, and the Trustee may enter into one or more supplemental indentures to amend the Indenture or the Notes with the written consent of Holders of a majority of the principal amount of the then outstanding Notes. The Holders of a majority in principal amount of then outstanding Notes may waive any existing Default or compliance with any provision of the Indenture or the Notes without prior notice to any holder of Notes.

Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1): reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(2): reduce the principal of or change or have the effect of changing the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions of the Indenture described above under the caption "—Repurchase at the Option of Holders");
(3): reduce the rate of or change the time for payment of interest on any Note;
(4): waive an uncured Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);
(5): make any Note payable in money other than that stated in the Notes;
(6): impair or affect the right of any Holder of Notes to receive payment of principal of and interest on the Notes on or after the due dates therefor or to institute suit for payment for the enforcement of any such payment on or after the due dates therefor, or make any changes in the provisions of the Indenture permitting Holders of a majority in principal amount of Notes to waive any past Default and its consequences;
(7): waive a redemption payment with respect to any Note (other than a payment required by one of the provisions of the Indenture described above under the caption "—Repurchase at the Option of Holders," subject to clause (9) below);
(8): release any Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture otherwise than in accordance with the terms of the Indenture;
(9): in the event that a Change of Control has occurred or an Asset Sale has been consummated, amend, change or modify in any material respect the obligation of Casella to make and consummate a Change of Control Offer or make and consummate an Asset Sale Offer with respect to such Change of Control or Asset Sale;
(10): make any change to the provisions of the Indenture relating to subordination (including the related definitions) that adversely affects the rights of the Holders of the Notes; or
(11): make any change in the preceding amendment and waiver provisions.

Notwithstanding the foregoing, without the consent of any Holder of Notes, Casella and the Trustee may amend or supplement the Indenture or the Notes:

(1): to cure any ambiguity, defect or inconsistency;
(2): to provide for uncertificated Notes in addition to or in place of certificated Notes;

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(3): to provide for the assumption of Casella's obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of Casella's assets;
(4): to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any Holder; or
(5): to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act.

The consent of Holders of the Notes is not necessary under the Indenture to approve the particular form of any proposed amendment; it is sufficient if such consent approves the substance of the proposed amendment.

No amendment of, or supplement or waiver to, the Indenture shall adversely affect the rights of any holder of Senior Debt under the subordination provisions of the Indenture without the consent of such holder or its Representative.

Governing Law

The Indenture, the Notes and the Subsidiary Guarantees will be governed by the laws of the State of New York.

Concerning the Trustee

If the Trustee becomes a creditor of Casella or any Guarantor, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person's own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

"Acquired Debt" means, with respect to any specified Person:

(1): Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person or which is assumed by such specified Person at the time such specified Person acquires the assets of such other Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or selling its assets to, or becoming a Restricted Subsidiary of, such specified Person; and
(2): Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

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"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" shall have correlative meanings.

"amend" means amend, modify, supplement, restate or amend and restate, including successively; and "amending" and "amended" have correlative meanings.

"asset" means any asset or property, whether real, personal or other, tangible or intangible.

"Asset Sale" means:

(a): the sale, lease, conveyance or other disposition of any assets, other than sales of inventory in the ordinary course of business consistent with past practices (such inventory to include solid waste, recyclables and other by-products of the wastestream collected by Casella and its Restricted Subsidiaries and sold to, or disposed of with, third parties in the ordinary course of business consistent with past practices); and
(b): the issuance of Equity Interests by any of Casella's Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries or the sale of Equity Interests held by Casella or its Restricted Subsidiaries in any of its Unrestricted Subsidiaries.

Notwithstanding the preceding, the following shall not be deemed to be Asset Sales:

(1): any single transaction or series of related transactions that (x) involves assets having a fair market value of less than $5.0 million or (y) results in net proceeds to Casella and its Restricted Subsidiaries of less than $5.0 million;
(2): a transfer of assets between or among Casella and/or one or more of its Wholly Owned Restricted Subsidiaries;
(3): an issuance of Equity Interests by, or a transfer of Equity Interests in, a Wholly Owned Restricted Subsidiary to Casella or to another Wholly Owned Restricted Subsidiary;
(4): the sale, lease, conveyance or other disposition of the assets or Equity Interests of the Specified Assets for fair market value thereof; provided that the aggregate net proceeds thereof are used as provided in clause (1), (2) or (3) of the second paragraph under "—Repurchase at the Option of Holders—Asset Sales" or to fund working capital of Casella and its Restricted Subsidiaries;
(5): disposals or replacements in the ordinary course of business of equipment that has become worn-out, obsolete or damaged or otherwise unsuitable for use in connection with the business of Casella and its Restricted Subsidiaries;
(6): the sale or disposition of cash or Cash Equivalents;
(7): the release, surrender or waiver of contract, tort or other claims of any kind as a result of the settlement of any litigation or threatened litigation;
(8): the granting or existence of Liens (and foreclosure thereon) not prohibited by the Indenture; and
(9): a Restricted Payment or a Permitted Investment that is not prohibited by the covenant described above under the caption "—Restricted Payments."

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"Attributable Debt" in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

"Basket" has the meaning ascribed to such term in clause (3) of the first paragraph of the "Restricted Payments" covenant.

"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as such term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

"Board of Directors" means (1) in the case of a corporation, the board of directors and (2) in all other cases, a body performing substantially similar functions as a board of directors.

"Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

"Capital Stock" means:

(1): in the case of a corporation, corporate stock;
(2): in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(3): in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
(4): any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

"Cash Equivalents" means:

(1): a marketable obligation, maturing within one year after issuance thereof, issued, guaranteed or insured by the government of the United States of America or an instrumentality or agency thereof;
(2): demand deposits, certificates of deposit, eurodollar time deposits, banker's acceptances, in each case, maturing within one year after issuance thereof, and overnight bank deposits, in each case, issued by any lender under the Credit Agreement, or a U.S. national or state bank or trust company or a European, Canadian or Japanese bank having capital, surplus and undivided profits of at least $500.0 million and whose long-term unsecured debt has a rating of "A" or better by S&P or A2 or better by Moody's or the equivalent rating by any other nationally recognized rating agency (provided that the aggregate face amount of all Investments in certificates of deposit or bankers' acceptances issued by the principal offices of or branches of such European or Japanese banks located outside the United States shall not at any time exceed 33¹/3% of all Investments described in this definition);
(3): open market commercial paper, maturing within 270 days after issuance thereof, which has a rating of A-2 or better by S&P or P-2 or better by Moody's, or the equivalent rating by any other nationally recognized rating agency;

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(4): repurchase agreements and reverse repurchase agreements with a term not in excess of one year with any financial institution which has been elected a primary government securities dealer by the Federal Reserve Board or whose securities are rated AA- or better by S&P or Aa3 or better by Moody's or the equivalent rating by any other nationally recognized rating agency relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America; and
(5): shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody's or any other mutual fund at least 95% of the assets of which consist of the type specified in clauses (1) through (4) above.

"Change of Control" means the occurrence of any of the following:

(1): any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Permitted Holder, is or becomes the Beneficial Owner, directly or indirectly, of securities representing 35% or more of the voting power of all Voting Stock of Casella; or
(2): Continuing Directors shall cease to constitute at least a majority of the directors constituting the Board of Directors of Casella; or
(3): the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Casella and its Restricted Subsidiaries taken as a whole to any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than the Permitted Holder; or
(4): Casella consolidates with, or merges with or into, any Person other than the Permitted Holder, or any Person other than the Permitted Holder consolidates with, or merges with or into, Casella, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Casella is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Casella outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Capital Stock) of the surviving or transferee Person or the parent of such surviving or transferee Person representing a majority of the voting power of all Voting Stock of such surviving or transferee Person or the parent of such surviving or transferee Person immediately after giving effect to such issuance; or
(5): the adoption by the stockholders of Casella of a plan or proposal for the liquidation or dissolution of Casella.

"Consolidated EBITDA" means, with respect to any Person, for any period, the sum (without duplication) of

(1)

Consolidated Net Income, and

(2)

to the extent Consolidated Net Income has been reduced thereby,

•: all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period (other than income taxes attributable to extraordinary gains or losses or income taxes attributable to Asset Sales and other sales or dispositions outside the ordinary course of business to the extent that gains or losses from such transactions have been excluded from the computation of Consolidated Net Income),
•: Consolidated Interest Expense, and

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•: Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period (except to the extent such non-cash item increasing Consolidated Net Income relates to a cash benefit for any future period),

all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

"Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of (x) Consolidated EBITDA of such Person during the four full fiscal quarters for which financial statements are available (the "Four Quarter Period") ending on or prior to the Transaction Date to (y) Consolidated Fixed Charges of such Person for the Four Quarter Period.

For purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis in accordance with Regulation S-X under the Exchange Act to the incurrence, repayment or redemption of any Indebtedness of such Person or any of its Restricted Subsidiaries giving rise to the need to make such calculation and any incurrence, repayment or redemption of other Indebtedness, other than the incurrence, repayment or redemption of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and prior to the Transaction Date, as if such incurrence, repayment or redemption, as the case may be, occurred on the first day of the Four Quarter Period.

In addition, Investments (including any Designation of Unrestricted Subsidiaries), Revocations, acquisitions, dispositions, mergers and consolidations that have been made by Casella or any of its Restricted Subsidiaries during the Four Quarter Period or subsequent to the Four Quarter Period and on or prior to the Transaction Date shall be given effect on a pro forma basis in accordance with Regulation S-X under the Exchange Act, to the extent applicable, assuming that all such Investments, Revocations, acquisitions, dispositions, mergers and consolidations (and the reduction or increase of any associated Consolidated Fixed Charges, and the change in Consolidated EBITDA, resulting therefrom) had occurred on the first day of the Four Quarter Period. If, since the beginning of such period, any Person (that subsequently became a Restricted Subsidiary or was merged with or into Casella or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, Revocation, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, Revocation, acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable Four Quarter Period.

If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Indebtedness of a Person other than Casella or a Restricted Subsidiary, the preceding paragraph will give effect to the incurrence of such Guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such Guaranteed Indebtedness.

Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio,"

(1): interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the weighted average rate of interest during the Four Quarter Period;
(2): if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and

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(3): notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the weighted average rate per annum during the Four Quarter Period resulting after giving effect to the operation of such agreements.

"Consolidated Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of

(1): Consolidated Interest Expense, plus
(2): the amount of all dividend payments on any series of Preferred Stock of such Person and its Restricted Subsidiaries (other than dividends paid in Qualified Capital Stock and other than dividends paid to such Person or to a Restricted Subsidiary of such Person) paid, accrued or scheduled to be paid or accrued during such period (provided that dividends paid by the increase in liquidation preference, or the issuance, of Disqualified Capital Stock shall be valued at the amount of such increase in liquidation preference or the value of the liquidation preference of such issuance, as applicable).

"Consolidated Interest Expense" means, with respect to any Person for any period, the sum of, without duplication,

(1)

the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including, without limitation,

•: any amortization of debt discount and amortization or write-off of deferred financing costs, excluding (x) the write-off of deferred financing costs as a result of the prepayments of Indebtedness on the Issue Date described in this offering circular and (y) the amortization of deferred financing costs recorded as of the Issue Date in connection with the Notes and the Senior Credit Facility;
•: the net costs under Hedging Obligations, excluding the cost of terminating interest rate swaps in connection with the prepayments of Indebtedness on the Issue Date described in this offering circular;
•: all capitalized interest; and
•: the interest portion of any deferred payment obligation;

(2)

the interest component of Capital Lease Obligations and Attributable Debt paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP; and

(3)

all interest on any Indebtedness of the type described in clause (a) or (b) of the concluding sentence of the first paragraph of the definition of "Indebtedness."

"Consolidated Net Income" means, with respect to any Person (such Person, for purposes of this definition, the "Referent Person"), for any period, the net income (or loss) of the Referent Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded from such net income (loss), to the extent otherwise included therein, without duplication,

(1): after-tax gains or losses on Asset Sales or other asset sales outside the ordinary course of business or abandonments or reserves relating thereto;
(2): after-tax extraordinary gains or extraordinary losses determined in accordance with GAAP;

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(3): the net income (but not loss) of any Restricted Subsidiary of the Referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted;
(4): the net income or loss of any Person that is not a Restricted Subsidiary of the Referent Person except to the extent of cash dividends or distributions paid to the Referent Person or to a Wholly Owned Restricted Subsidiary of the Referent Person (subject, in the case of a dividend or distribution paid to a Restricted Subsidiary, to the limitation contained in clause (3) above);
(5): any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date;
(6): the net income of any Person earned prior to the date it becomes a Restricted Subsidiary of the Referent Person or is merged or consolidated with the Referent Person or any Restricted Subsidiary of the Referent Person;
(7): in the case of a successor to the Referent Person by consolidation or merger or as a transferee of the Referent Person's assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets;
(8): gains or losses from the cumulative effect of any change in accounting principles; and
(9): the write-off of deferred financing costs as a result of, and the cost of terminating interest rate swaps in connection with, the prepayments of Indebtedness on the Issue Date described in this offering circular.

"Consolidated Net Worth" means, with respect to any Person as of any date, the sum of:

(1): the consolidated equity of the common stockholders of such Person and its consolidated Subsidiaries as of such date; plus
(2): the respective amounts reported on such Person's balance sheet as of such date with respect to any series of Preferred Stock (other than Disqualified Capital Stock) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such preferred stock.

"Consolidated Non-cash Charges" means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash charges of such Person and its Restricted Subsidiaries reducing the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss or any such charge which requires an accrual of or a reserve for cash charges for any future period).

"Continuing Director" means, as of any date of determination, any member of the Board of Directors of Casella who:

(1): was a member of such Board of Directors on the date of the Indenture; or
(2): was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

"Coverage Ratio Exception" has the meaning set forth in the first paragraph of the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock."

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"Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

"Designated Senior Debt" means (1) the Senior Credit Facility and all Hedging Obligations with respect thereto and (2) any other Senior Debt permitted under the Indenture (a) the principal amount of which is $25.0 million or more and (b) that has been designated by Casella as "Designated Senior Debt."

"Designation" has the meaning set forth in the "—Designation of Restricted and Unrestricted Subsidiaries" covenant.

"Disinterested Director" means, with respect to any transaction or series of related transactions, a member of the Board of Directors of Casella who (1) does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions and (2) is not an Affiliate, officer, director or employee of any Person (other than Casella or any Restricted Subsidiary) who has any direct or indirect financial interest in or with respect to such transaction or series of related transactions.

"Disqualified Capital Stock" means any class or series of Capital Stock of any Person that by its terms or otherwise is

(1): required to be redeemed or is redeemable at the option of the holder of such class or series of Capital Stock at any time on or prior to the date that is 91 days after the Stated Maturity of the principal of the Notes; or
(2): convertible into or exchangeable at the option of the holder thereof for Capital Stock referred to in clause (1) above or Indebtedness having a scheduled maturity on or prior to the date that is 91 days after the Stated Maturity of the principal of the Notes.

Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Capital Stock solely because the holders of the Capital Stock have the right to require the issuer thereof to repurchase such Capital Stock upon the occurrence of a "change of control" or "asset sale" will not constitute Disqualified Capital Stock if such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto.

"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

"Exchange Notes" has the meaning set forth under "—Registration Covenant; Exchange Offer."

"Existing Indebtedness" means Indebtedness of Casella and its Restricted Subsidiaries in existence on the Issue Date (after giving effect to the use of proceeds from the offering of the Notes on the Issue Date and the initial borrowings under the Senior Credit Facility as described in this offering circular under the caption "Use of Proceeds") other than Indebtedness under the Senior Credit Facility and Indebtedness owed to Casella or any of its Subsidiaries, until such amounts are repaid.

"Foreign Subsidiary" means any Restricted Subsidiary of Casella organized under the laws of, and conducting a substantial portion of its business in, any jurisdiction other than the United States of America or any State thereof or the District of Columbia.

"Four Quarter Period" has the meaning set forth in the definition of "Consolidated Fixed Charge Coverage Ratio."

"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, in effect on the date of the Indenture.

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"GreenFiber" means US GreenFiber LLC, a Delaware limited liability company.

"Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

"Guarantors" means:

(1)

each of the following Restricted Subsidiaries of Casella:

All Cycle Waste, Inc., a Vermont corporation;

Alternate Energy, Inc., a Massachusetts corporation;

Atlantic Coast Fibers, Inc., a Delaware corporation;

B. and C. Sanitation Corporation, a New York
corporation;

Blasdell Development Group, Inc., a New York
corporation;

Bristol Waste Management, Inc., a Vermont corporation;

Casella NH Investors Co., LLC, a Delaware limited
liability company;

Casella NH Power Co., LLC, a Delaware limited liability
company;

Casella RTG Investors Co., LLC, a Delaware limited
liability company;

Casella Transportation, Inc., a Vermont corporation;

Casella Waste Management of Massachusetts, Inc.,
a Massachusetts corporation;

Casella Waste Management of N.Y., Inc., a New York
corporation;

Casella Waste Management of Pennsylvania, Inc.,
a Pennsylvania corporation;

Casella Waste Management, Inc., a Vermont
corporation;

Data Destruction Services, Inc., a Maine corporation;

Fairfield County Recycling, Inc., a Delaware corporation;

FCR Camden, Inc., a Delaware corporation;

FCR Florida, Inc., a Delaware corporation;

FCR Greensboro, Inc., a Delaware corporation;

FCR Greenville, Inc., a Delaware corporation;

FCR Morris, Inc., a Delaware corporation;

FCR Redemption, Inc., a Delaware corporation;

FCR Tennessee, Inc., a Delaware corporation;

FCR, Inc., a Delaware corporation;

Forest Acquisitions, Inc., a New Hampshire corporation;

Grasslands Inc., a New York corporation;

Hakes C & D Disposal, Inc., a New York corporation;

Hiram Hollow Regeneration Corp., a New York
corporation;

The Hyland Facility Associates, a New York general
partnership;

K-C International, Ltd., an Oregon corporation;

KTI Bio Fuels, Inc., a Maine corporation;

KTI Environmental Group, Inc., a New Jersey
corporation;

KTI New Jersey Fibers, Inc., a Delaware corporation;

KTI Operations Inc., a Delaware corporation;

KTI Recycling of New England, Inc., a Maine
corporation;

KTI Specialty Waste Services, Inc., a Maine corporation;

KTI, Inc., a New Jersey corporation;

Maine Energy Recovery Company, Limited Partnership,
a Maine limited partnership;

Mecklenburg County Recycling, Inc., a Connecticut
corporation;

Natural Environmental, Inc., a New York corporation;

New England Waste Services of Massachusetts, Inc.,
a Massachusetts corporation;

New England Waste Services of ME, Inc., a Maine
corporation;

New England Waste Services of N.Y., Inc., a New York
corporation;

New England Waste Services of Vermont, Inc.,
a Vermont corporation;

New England Waste Services, Inc., a Vermont
corporation;

Newbury Waste Management, Inc., a Vermont
corporation;

North Country Environmental Services, Inc., a Virginia
corporation;

Northern Properties Corporation of Plattsburgh,
a New York corporation;

Northern Sanitation, Inc., a New York corporation;

PERC, Inc., a Delaware corporation;

PERC Management Company Limited Partnership, a
Maine limited partnership;

Pine Tree Waste, Inc., a Maine corporation;

R.A. Bronson Inc., a New York corporation;

ReSource Recovery of Cape Cod, Inc., a Massachusetts
corporation;

Resource Recovery Systems of Sarasota, Inc., a Florida
corporation;

Resource Recovery Systems, Inc., a Delaware
corporation;

ReSource Transfer Services, Inc., a Massachusetts
corporation;

ReSource Waste Systems, Inc., a Massachusetts
corporation;

Rochester Environmental Park, LLC, a Massachusetts
limited liability company;

Schultz Landfill, Inc., a New York corporation;

Sunderland Waste Management, Inc., a Vermont
corporation;

U.S. Fiber, Inc., a North Carolina corporation;

Waste-Stream Inc., a New York corporation;

Westfield Disposal Service, Inc., a New York
corporation;

Winters Brothers, Inc., a Vermont corporation; and

(2)

each other Subsidiary of Casella that executes a Subsidiary Guarantee in accordance with the provisions of the Indenture;

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and their respective successors and assigns, and in each case, until such Person is released from its Subsidiary Guarantee in accordance with the provisions of the Indenture.

"Hedging Obligations" means, with respect to any Person, the obligations of such Person under:

(1): interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, foreign currency collar agreements, foreign currency hedging agreements or foreign currency swap agreements or other similar arrangements or agreements; and
(2): forward contracts, commodity swap agreements, commodity option agreements or other similar agreements or arrangements.

"Holder" means the registered holder of any Note.

"incur" means to directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any Indebtedness and "incurrence" shall have a correlative meaning. For the avoidance of doubt, the accrual of interest, accretion or amortization of original issue discount and increase in the liquidation preference of Preferred Stock in lieu of payment of cash dividends thereon shall not be an incurrence; provided, in each such case, that the amount thereof is included in Consolidated Fixed Charges of Casella as accrued in the respective period. For the avoidance of doubt, Existing Indebtedness shall be deemed to have been incurred prior to the date of the Indenture.

"Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1): in respect of borrowed money;
(2): evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
(3): in respect of banker's acceptances;
(4): representing Capital Lease Obligations;
(5): representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable;
(6): representing any Hedging Obligations;
(7): representing any Disqualified Capital Stock of such Person and any Preferred Stock issued by a Restricted Subsidiary of such Person; or
(8): in respect of Attributable Debt,

if and to the extent any of the preceding items (other than letters of credit, Hedging Obligations, Disqualified Capital Stock and Preferred Stock) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes (a) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), and (b) to the extent not otherwise included, the Guarantee by such Person of any Indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date shall be:

(1): the accreted value thereof, in the case of any Indebtedness issued with original issue discount;
(2): the maximum fixed price upon the mandatory redemption or repurchase (including upon the option of the holder), in the case of Disqualified Capital Stock of such Person;
(3): the maximum voluntary or involuntary liquidation preferences plus accrued and unpaid dividends, in the case of Preferred Stock of a Restricted Subsidiary of such Person; and

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(4): the principal amount thereof, together with any interest thereon that is more than 30 days past due or is redeemable at the option of the holder, in the case of any other Indebtedness.

"Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions, purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. "Investment" excludes (1) extensions of trade credit by Casella and its Restricted Subsidiaries on commercially reasonable terms in accordance with normal trade practices of Casella or such Restricted Subsidiary, as the case may be, and (2) any purchase, redemption or other acquisition or retirement for value of any Capital Stock of Casella or any warrants, options or other rights to purchase or acquire any such Capital Stock. If Casella or any Restricted Subsidiary of Casella sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Casella such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Casella, Casella shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the penultimate paragraph of the covenant described above under the caption "—Restricted Payments." The amount of any Investment shall be the original cost of such Investment, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment but less all cash distributions constituting a return of capital.

"Issue Date" means the date on which the Notes are first issued.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof (other than an operating lease), any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

"Moody's" means Moody's Investors Service, Inc. or any successor thereto.

"Net Proceeds" means the aggregate cash proceeds received by Casella or any of its Restricted Subsidiaries in respect of any Asset Sale, net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, in each case after taking into account any available tax credits or deductions and any tax sharing arrangements and amounts required to be applied to the repayment of Indebtedness, other than Senior Debt, secured by a Lien on the asset or assets that were the subject of such Asset Sale.

"Obligations" means, with respect to any Indebtedness, the principal, premium, if any, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing such Indebtedness.

"Officers' Certificate" means a certificate signed on behalf of Casella by any one of the following: the Chief Executive Officer, the President, the Vice President-Finance, the Chief Financial Officer, Treasurer, Controller or the Secretary of Casella and delivered to the Trustee.

"Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to Casella, a Guarantor or the Trustee.

"Permitted Business" means the business of Casella and its Restricted Subsidiaries conducted on the Issue Date and businesses ancillary or reasonably related thereto, which, for purposes hereof, shall include the business conducted by GreenFiber and businesses ancillary or reasonably related thereto.

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"Permitted Holder" means Berkshire Partners LLC and its Affiliates.

"Permitted Investments" means:

(1)

any Investment in Cash Equivalents;

(2)

any Investment in Casella or any Guarantor;

(3)

any Investment by Casella or any of its Restricted Subsidiaries in a Person, if as a result of such Investment:

(a): such Person becomes a Guarantor; or
(b): such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Casella or a Guarantor;

(4)

any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the provisions of the Indenture described above under the caption "—Repurchase at the Option of Holders—Asset Sales" or any transaction not constituting an Asset Sale by reason of the $5.0 million threshold contained in clause (1) of the definition thereof;

(5)

any Investment acquired in exchange for the issuance of, or acquired with the net cash proceeds of any substantially concurrent issuance and sale of, Qualified Capital Stock; provided that no such issuance or sale shall increase the Basket;

(6)

loans and advances in the ordinary course of business to employees, officers or directors of Casella or any of its Restricted Subsidiaries in an aggregate amount not to exceed $2.0 million at any one time outstanding;

(7)

Hedging Obligations permitted by clause (6) of the second paragraph of the covenant described under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";

(8)

Investments in securities of trade creditors or customers received in settlement of obligations or upon the bankruptcy or insolvency of such trade creditors of customers pursuant to any plan of reorganization or similar arrangement; and

(9)

other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) since the date of the Indenture, not exceeding $15.0 million at any one time outstanding.

The amount of Investments outstanding at any time pursuant to clause (9) above shall be deemed to be reduced, without duplication:

(a): upon the disposition or repayment of or return on any Investment made pursuant to clause (9) above, by an amount equal to the return of capital with respect to such Investment to Casella or any of its Restricted Subsidiaries (to the extent not included in the computation of Consolidated Net Income), less the cost of the disposition of such Investment and net of taxes;
(b): upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal to the lesser of (x) the fair market value of Casella's proportionate interest in such Subsidiary immediately following such redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding pursuant to clause (9) above; and

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(c): upon the making of an Investment in a Person that was not a Restricted Subsidiary of Casella immediately prior to the making of such Investment but that subsequently becomes a Restricted Subsidiary of Casella, by an amount equal to the lesser of (x) the fair market value of Casella's proportionate interest in such Subsidiary immediately following such redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding pursuant to clause (9) above.

"Permitted Junior Securities" means: (1) Equity Interests in Casella or any Guarantor; or (2) debt securities of Casella or any Guarantor that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior Debt pursuant to the Indenture.

"Permitted Liens" means:

(1): Liens on assets of Casella or any Guarantor to secure Senior Debt of Casella or such Guarantor;
(2): Liens in favor of Casella or any Restricted Subsidiary;
(3): Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Casella or any Restricted Subsidiary of Casella; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Casella or its Restricted Subsidiary;
(4): Liens on property existing at the time of acquisition thereof by Casella or any Restricted Subsidiary of Casella; provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any assets other than the property so acquired;
(5): Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;
(6): Liens to secure Indebtedness permitted by clause (3) of the second paragraph of the covenant entitled "—Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with such Indebtedness;
(7): Liens existing on the date of the Indenture and continuation statements with respect to such Liens filed in accordance with the provisions of the Uniform Commercial Code or similar state commercial codes;
(8): judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;
(9): Liens securing Permitted Refinancing Indebtedness which is incurred to refinance any Indebtedness which has been secured by a Lien permitted under the Indenture and which has been incurred in accordance with the provisions of the Indenture; provided that such Liens (A) are not materially less favorable to the Holders and are not materially more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced and (B) do not extend to or cover any property or assets of Casella or any of its Restricted Subsidiaries not securing the Indebtedness so refinanced;
(10): Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptance issued or created for the account

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of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(11): Liens securing reimbursement obligations with respect to letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;
(12): Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;
(13): Liens securing Hedging Obligations;
(14): deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations;
(15): Liens of carriers, warehousemen, mechanics and materialmen, and other like liens incurred in the ordinary course of business;
(16): Liens on any landfill acquired after the Issue Date securing reasonable royalty or similar payments (determined by reference to volume or weight utilized) due to the seller of such landfill as a consequence of such acquisition;
(17): Liens on the Capital Stock of Hardwick Landfill, Inc., Roach Enterprises, LLC or their successors or on the Capital Stock of any Restricted Subsidiary acquiring the assets of such companies securing the Obligations of the Company incurred in connection with the acquisition of Hardwick Landfill, Inc., Roach Enterprises, LLC or their assets to the sellers thereof; and
(18): other Liens incurred in the ordinary course of business of Casella or any Restricted Subsidiary of Casella with respect to obligations that do not exceed $5.0 million at any one time outstanding.

"Permitted Refinancing Indebtedness" means any Indebtedness of Casella or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to refinance other Indebtedness of Casella or any of its Restricted Subsidiaries; provided that:

(1): the principal amount (or accreted value, if applicable) or liquidation preference of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest and premium, if any, on the Indebtedness, or the liquidation preference, plus accrued dividends and premium, if any, on the Preferred Stock, so refinanced (plus the amount of reasonable expenses incurred in connection therewith);
(2): such Permitted Refinancing Indebtedness has a final maturity date, or mandatory redemption date, later than the final maturity date, or mandatory redemption date as applicable, of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness or Preferred Stock being refinanced;
(3): if the Indebtedness being refinanced is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being refinanced;
(4): if the Indebtedness being refinanced ranks pari passu with the Notes, such Permitted Refinancing Indebtedness ranks pari passu with, or is subordinated in right of payment to, the Notes;

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(5): Preferred Stock shall be refinanced only with Preferred Stock; and
(6): the obligor(s) on the Permitted Refinancing Indebtedness thereof shall include only obligor(s) on such Indebtedness being refinanced, Casella and/or one or more of the Guarantors.

"Person" means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture or a governmental agency or political subdivision thereof.

"Preferred Stock" of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemption or upon liquidation.

"Public Equity Offering" means any underwritten public offering of common stock of Casella.

"Purchase Money Obligations" means Indebtedness of Casella or any of its Restricted Subsidiaries incurred for the purpose of financing all or any part of the purchase price, or the cost of construction or improvement, of any assets to be used in the business of Casella or such Restricted Subsidiary; provided, however, that (1) the aggregate amount of such Indebtedness shall not exceed such purchase price or cost, (2) such Indebtedness shall be incurred no later than 180 days after the acquisition of such assets or such construction or improvement and (3) such Indebtedness shall not be secured by any assets of Casella or any of its Restricted Subsidiaries other than the assets so acquired, constructed or improved.

"Qualified Capital Stock" means any Capital Stock of Casella that is not Disqualified Capital Stock.

"refinance" means to extend, refinance, renew, replace, defease or refund, including successively; and "refinancing" and "refinanced" shall have correlative meanings.

"Replacement Asset" has the meaning set forth in the "—Asset Sales" covenant.

"Representative" means the indenture trustee or other trustee, agent or representative in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt.

"Restricted Investment" means an Investment other than a Permitted Investment.

"Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

"Revocation" has the meaning set forth in the "—Designation of Restricted and Unrestricted Subsidiaries" covenant.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

"Sale and Leaseback Transaction" means an arrangement relating to property now owned or hereafter acquired whereby Casella or a Restricted Subsidiary of Casella transfers such property to a Person and Casella or a Restricted Subsidiary of Casella leases it from such Person.

"Senior Credit Facility" means the Second Amended and Restated Revolving Credit and Term Loan Agreement, dated on or about the Issue Date, among Casella, the Guarantors, Fleet National Bank, as administrative agent, Bank of America, N.A., as syndication agent, and the lenders party thereto, including any notes, guarantees, collateral and security documents (including mortgages, pledge agreements and other security arrangements), instruments and agreements executed in connection therewith, and in each case as amended or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing or otherwise restructuring (including increasing the amount of borrowings or other Indebtedness outstanding or available to be borrowed thereunder) all or any portion of the Indebtedness under such agreement, and any successor or replacement agreement or

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agreements with the same or any other borrowers, agents, creditors, lenders or group of creditors or lenders.

"Senior Debt" means:

(1): all Indebtedness outstanding under the Senior Credit Facility, and all Hedging Obligations with respect thereto;
(2): any other Indebtedness permitted to be incurred by Casella or a Guarantor under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with the Notes or subordinated in right of payment to the Notes or any other Indebtedness of Casella; and
(3): all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1): any liability for federal, state, local or other taxes owed or owing by Casella;
(2): any Indebtedness of Casella to any of its Subsidiaries or other Affiliates;
(3): any trade payables; or
(4): any Indebtedness that is incurred in violation of the Indenture (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (4) if the holders(s) of such obligation or their Representative shall have received an Officers' Certificate of Casella to the effect that the incurrence of such Indebtedness does not (or, in the case of revolving credit Indebtedness, that the incurrence of the entire committed amount thereof at the date of the initial borrowing thereunder is made would not) violate the Indenture).

"Series A Redeemable Convertible Preferred Stock" means shares of Casella's Series A Redeemable Convertible Preferred Stock under the Certificate of Designations therefor in effect on the date of the Indenture or as thereafter amended in a manner not materially adverse to the Holders.

"Significant Subsidiary" means (1) any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Act, as such Regulation is in effect on the date hereof or (2) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (7), (8) or (9) under the "Events of Default" covenant has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

"Specified Assets" means K-C International Ltd., the brokerage business of KTI Recycling of New England Inc., the brokerage business of Pine Tree Waste Inc., US GreenFiber LLC, KTI New Jersey Fibers, Inc., Atlantic Coast Fibers, Inc., Casella NH Investors Co., LLC, Casella NH Power Co., LLC, Casella RTG Investors Co., LLC and RTG Holdings Corporation and the companies and assets comprising the FCR operating segment, or the successors of the foregoing only with respect to the businesses conducted by the foregoing on the date of the Indenture.

"Stated Maturity" means, with respect to any installment of interest or principal on any Indebtedness, the date on which such payment of interest or principal is scheduled to be paid in the documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

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"Subsidiary" means, with respect to any Person:

(1): any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
(2): any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

"Subsidiary Guarantee" means the subordinated Guarantee by each Guarantor of Casella's payment obligations under the Indenture and the Notes, executed pursuant to the Indenture.

"Transaction Date" means the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio.

"Unrestricted Subsidiary" of any Person means

•: any Subsidiary of such Person that at the time of determination has been designated an Unrestricted Subsidiary, and has not been redesignated a Restricted Subsidiary, in accordance with the "—Designation of Restricted and Unrestricted Subsidiaries" covenant; and
•: any Subsidiary of such Unrestricted Subsidiary.

"Voting Stock" of any Person as of any date means the Capital Stock of such Person that is entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness or Disqualified Capital Stock at any date, the number of years obtained by dividing:

(1): the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal or liquidation preference, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by
(2): the then outstanding principal amount or liquidation preference of such Indebtedness or Disqualified Capital Stock.

"Wholly Owned Restricted Subsidiary" of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person and/or by one or more Wholly Owned Restricted Subsidiaries of such Person.

Form, Denomination, Transfer, Exchange and Book-Entry Procedures

We will issue new notes only in fully registered form, without interest coupons, in denominations of $1,000 and integral multiples of $1,000. We will not issue new notes in bearer form.

Global Notes

The new notes initially will be represented by one or more notes in registered, global form without interest coupons (collectively, the "Global Notes"). We will deposit the Global Notes upon issuance with the Trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York,

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and register the Global Notes in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. You may not exchange your beneficial interest in the Global Notes for Notes in certificated form except in the limited circumstances described below under "—Exchanges of Book-Entry Notes for Certificated Notes." In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Exchanges of Book-Entry Notes for Certificated Notes

You may not exchange your beneficial interest in a Global Note for a note in certificated form unless:

(1) DTC (a) notifies us that it is unwilling or unable to continue as depository for the Global Note or (b) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934 (the "Exchange Act"), and in either case we thereupon fail to appoint a successor depository; or

(2) We, at our option, notify the Trustee in writing that we are electing to issue the Notes in certificated form; or

(3) an Event of Default shall have occurred and be continuing with respect to the Notes.

In all cases, certificated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depository (in accordance with its customary procedures). Any certificated Notes issued in exchange for an interest in a Global Note will bear the legend restricting transfers that is borne by such Global Note. Any such exchange will be effected through the DWAC system and an appropriate adjustment will be made in the records of the Security Registrar to reflect a decrease in the principal amount of the relevant Global Note.

Certain Book-Entry Procedures

The description of the operations and procedures of DTC, Euroclear and Clearstream that follows is provided solely as a matter of convenience. These operations and procedures are solely within their control and are subject to changes by them from time to time. Casella takes no responsibility for these operations and procedures and urges you to contact the system or their participants directly to discuss these matters.

DTC has advised Casella as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants ("participants") and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants").

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DTC has advised Casella that its current practice, upon the issuance of the Global Notes, is to credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Notes to the accounts with DTC of the participants through which such interests are to be held. Ownership of beneficial interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominees (with respect to interests of participants).

As long as DTC, or its nominee, is the registered holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner and holder of the Notes represented by such Global Note for all purposes under the Indenture and the Notes. Except in the limited circumstances described above under "—Exchanges of Book-Entry Notes for Certificated Notes," you will not be entitled to have any portions of a Global Note registered in your name, will not receive or be entitled to receive physical delivery of Notes in definitive form and will not be considered the owner or holder of a Global Note (or any note represented thereby) under the Indenture or the Notes.

You may hold your interests in the Global Notes directly through DTC, if you are participants in such system, or indirectly through organizations (including Euroclear and Clearstream) which are participants in such system. All interests in a Global Note, including those held through Euroclear or Clearstream, will be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream will also be subject to the procedures and requirements of such system.

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, your ability to transfer your beneficial interests in a Global Note to such persons may be limited to that extent. Because DTC can act only on behalf of its participants, which in turn act on behalf of indirect participants and certain banks, your ability to pledge your interests in a Global Note to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be adversely affected by the lack of a physical certificate evidencing such interests.

Casella will make payments of the principal of, premium, if any, and interest on Global Notes to DTC or its nominee as the registered owner thereof. Neither Casella nor the Trustee nor any of their respective agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Casella expects that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note representing any Notes held by it or its nominee, will immediately credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note for such Notes as shown on the records of DTC or its nominee. Casella also expects that payments by participants to owners of beneficial interests in such Global Note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in "street name." Such payment will be the responsibility of such participants.

Except for trades involving only Euroclear and Clearstream participants, interests in the Global Note will trade in DTC's settlement system, and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. Transfers between participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer and exchange provisions applicable to the Notes described elsewhere herein, cross-market transfers between DTC participants, on the one hand, and Euroclear or

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Clearstream participants, on the other hand, will be effected by DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depository; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depository to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a DTC participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the DTC settlement date. Cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC has advised Casella that DTC will take any action permitted to be taken by a holder of Notes (including the presentation of Notes for exchange as described below) only at the direction of one or more participants to whose account with DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of the Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Notes, the Global Notes will be exchanged for legended Notes in certificated form, and distributed to DTC's participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfers of beneficial ownership interests in the Global Notes among participants of DTC, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of Casella, the Trustee or any of their respective agents will have any responsibility for the performance by DTC, Euroclear and Clearstream, their participants or indirect participants of their respective obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to, or payments made on account of, beneficial ownership interests in Global Notes.

Registration Covenant; Exchange Offer

In connection with the sale of the old notes, Casella entered into an Exchange and Registration Rights Agreement (the "Exchange and Registration Rights Agreement") pursuant to which Casella has agreed, for the benefit of the holders of the Notes:

(1) to file with the SEC, within 90 days following the issue date of the old notes, a registration statement (the "Exchange Offer Registration Statement") under the Securities Act relating to an exchange offer (the "Exchange Offer") pursuant to which the new notes (sometimes referred to in this description as "Exchange Notes") would be offered in exchange for the then outstanding old notes tendered at the option of the Holders thereof; and

(2) to use its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective as soon as practicable thereafter, but not later than 180 days from the issue date of the old notes.

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Casella has further agreed to commence the Exchange Offer promptly after the Exchange Offer Registration Statement has become effective, hold the offer open for at least 30 days, and exchange Exchange Notes for all old notes validly tendered and not withdrawn before the expiration of the offer. The registration statement of which this prospectus forms a part is the Exchange Offer Registration Statement.

However, if:

(1) on or before the date of consummation of the Exchange Offer, the existing SEC interpretations are changed such that the Exchange Notes would not in general be freely transferable in such manner on such date;

(2) the Exchange Offer has not been completed within 210 days after the issue date of the old notes; or

(3) the Exchange Offer is not available to any holder of the old notes and the holder of the old notes notifies Casella to that effect;

Casella will, in lieu of (or, in the case of clause (3), in addition to) effecting registration of the Exchange Notes, file and use its best efforts to cause a registration statement under the Securities Act relating to a shelf registration (the "Shelf Registration Statement") of the old notes for resale by holders (the "Resale Registration") to become effective and to remain effective until two years following the effective date of such registration statement or such shorter period that will terminate when all the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement.

Casella will, in the event of the Resale Registration, provide to the holder or holders of the applicable Notes copies of the prospectus that is a part of the Shelf Registration Statement, notify such holder or holders when the Resale Registration for the applicable Notes has become effective and take certain other actions as are required to permit unrestricted resales of the applicable Notes. A holder of Notes that sells such Notes pursuant to the Resale Registration generally would be required to be named as a selling securityholder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Exchange and Registration Rights Agreement that are applicable to such a holder (including certain indemnification obligations).

In the event that:

(1) Casella has not filed the registration statement relating to the Exchange Offer (or, if applicable, the Resale Registration) on or before the date on which it is required to be filed pursuant to the Exchange and Registration Rights Agreement; or

(2) the Exchange Offer Registration Statement has not become effective within 180 days following the issue date of the old notes or the Shelf Registration Statement has not become effective within 120 days following the date the Shelf Registration Statement is filed; or

(3) the Exchange Offer has not been consummated within 45 days following the initial effective date of the Exchange Offer Registration Statement; or

(4) any registration statement required by the Exchange and Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted therein) without being succeeded immediately by an additional registration statement that is filed and declared effective (any such event referred to in clauses (1) through this (4), the "Registration Default"),

then Casella will pay to the holders of the old notes, as liquidated damages, for the period from the occurrence of the Registration Default, an amount per annum equal to 0.50% of the aggregate

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principal amount of the old notes during the first 90-day period following the occurrence of such Registration Default which rate shall increase by an additional 0.50% during each subsequent 90-day period, up to a maximum of 2.00% of the aggregate principal amount of the old notes ("Liquidated Damages") until the earlier of (a) the date on which all Registration Defaults have been cured and (b) the date on which all the old notes and Exchange Notes otherwise become freely transferable by all holders thereof other than affiliates of Casella or the Guarantors without further registration under the Securities Act. Notwithstanding the foregoing, (A) the amount of Liquidated Damages payable shall not increase solely because more than one Registration Default has occurred and (B) a holder of old notes or Exchange Notes who is not entitled to the benefits of the Shelf Registration Statement (i.e. such holder has not elected to include required information) shall not be entitled to Liquidated Damages with respect to a Registration Default that pertains to a Shelf Registration Statement. Liquidated Damages shall be paid on interest payment dates to the holders of record for the payment of interest. References in this "Description of the New Notes," except for provisions described above under the caption "—Amendment, Supplement and Waiver," to interest on the Notes shall mean such interest plus liquidated damages, if any.

Under certain circumstances Casella may delay the filing or the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, or suspend or otherwise fail to maintain the effectiveness thereof for a period of up to 60 days during any 12-month period (such period, a "Blackout Period"). Casella will not be obligated to pay Liquidated Damages for the occurrence of a Registration Default during a Blackout Period.

The summary herein of certain provisions of the Exchange and Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Exchange and Registration Rights Agreement, a copy of which will be available upon request to Casella.

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SUMMARY OF U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of all material U.S. federal income tax consequences of the exchange of the old notes for the new notes and the issuance and holding of the new notes, but does not provide a complete analysis of all potential tax considerations.

The following summary describes, in the case of U.S. holders, the material U.S. federal income tax consequences and, in the case of non-U.S. holders, the material U.S. federal income and estate tax consequences, of the exchange of the old notes for the new notes and the issuance and holding of the new notes but does not purport to be a complete analysis of all the potential tax considerations relating thereto. We have based this summary on the provisions of the Internal Revenue Code of 1986, as amended, or the Code, the applicable Treasury Regulations promulgated or proposed thereunder, or the Treasury Regulations, judicial authority and current administrative rulings and practice, all of which are subject to change, possibly on a retroactive basis, or to different interpretation. This summary applies to you only if you hold the notes as capital assets. A capital asset is generally an asset held for investment rather than as inventory or as property used in a trade or business. This summary does not discuss all of the aspects of U.S. federal income and estate taxation which may be relevant to investors in light of their particular investment or other circumstances. This summary also does not discuss the particular tax consequences that might be relevant to you if you are subject to special rules under the federal income tax laws. Special rules apply, for example, if you are:

•: a bank, thrift, insurance company, regulated investment company, or other financial institution or financial service company;
•: a broker or dealer in securities or foreign currency;
•: a person that has a functional currency other than the U.S. dollar;
•: a partnership or other flow-through entity;
•: a subchapter S corporation;
•: a person subject to alternative minimum tax;
•: a person who owns the notes as part of a straddle, hedging transaction, constructive sale transaction or other risk-reduction transaction;
•: a tax-exempt entity;
•: a person who has ceased to be a United States citizen or to be taxed as a resident alien; or
•: a person who acquires the notes in connection with your employment or other performance of services.

In addition, the following summary does not address all possible tax consequences. In particular, except as specifically provided, it does not discuss any estate, gift, generation-skipping, transfer, state, local or foreign tax consequences. We have not sought a ruling from the Internal Revenue Service, or the IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions. For all these reasons, we urge you to consult with your tax advisor about the federal income tax and other tax consequences of the acquisition, ownership and disposition of the notes.

INVESTORS CONSIDERING THE PURCHASE OF THE NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

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In General

We have treated the notes as indebtedness for federal income tax purposes. This summary assumes that the IRS will respect this classification.

U.S. Holders

As explained below, the federal income tax consequences of acquiring, owning and disposing of the notes depend on whether or not you are a U.S. Holder. For purposes of this summary, you are a U.S. Holder if you are beneficial owner of the notes and for federal income tax purposes are:

•: a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or who meets the substantial presence residency test under the federal income tax laws;
•: a corporation or other entity treated as a corporation for federal income tax purposes, that is created or organized in or under the laws of the United States, any of the fifty states or the District of Columbia, unless otherwise provided by Treasury Regulations;
•: an estate the income of which is subject to federal income taxation regardless of its source; or
•: a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust;

and if your status as a U.S. Holder is not overridden under the provisions of an applicable tax treaty.

If a partnership holds the notes, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in such a partnership, you should consult your tax advisor.

Payment of Interest

All of the notes bear interest at a stated fixed rate. You generally must include this stated interest in your gross income as ordinary interest income:

•: when you receive it, if you use the cash method of accounting for federal income tax purposes; or
•: when it accrues, if you use the accrual method of accounting for federal income tax purposes.

In certain circumstances, we may be obligated to pay you amounts in excess of stated interest or principal on the notes. For example, we have to pay liquidated damages to holders of the old notes in certain circumstances described in "Description of the New Notes—Registration Covenant; Exchange Offer". In addition, in certain cases we will be able to call the notes for redemption, or upon a change in control we may be obligated to repurchase the notes, in each case at a price that will include an additional amount in excess of the principal of the notes. According to Treasury Regulations, the possibility of liquidated damages being paid to you will not affect the amount of interest income you recognize in advance of the payment of any liquidated damages if there is only a remote chance as of the date the notes were issued that you will receive liquidated damages. As of the date the old notes were issued, we believed that the likelihood that we would pay liquidated damages was remote. Therefore, we did not treat the potential payment of liquidated damages as part of the yield to maturity of the old notes. Similarly, we intend to take the position that the likelihood of a redemption or repurchase of the notes is remote and likewise do not intend to treat the possibility of any premium payable on a redemption or repurchase as affecting the yield to maturity of any notes. Our determination that these contingencies are remote is binding on you unless you disclose your contrary position in the manner required by applicable Treasury Regulations. Our determination is not, however,

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binding on the IRS. In the event a contingency occurs, it could affect the amount and timing of the income that you must recognize. You will be required to recognize additional income on any liquidated damages on the notes. If we pay a premium, the premium could be treated as capital gain under the rules described under "—Sale, Exchange or Redemption of Notes". You should consult your tax advisor regarding the appropriate treatment of any liquidated damages or premium you receive upon a failure to satisfy the registration covenant, a voluntary redemption or a change in control.

Amortizable Bond Premium on Notes

If you acquire a note and your adjusted tax basis in the note upon acquisition is greater than its principal amount, then you will be treated as having acquired that note with bond premium equal to the excess. You generally may elect to amortize the bond premium over the remaining term of the note on a constant yield method. The amount amortized in any year will be treated as a reduction of your interest income from the note for that year. If you do not make the election, your bond premium on a note will decrease the gain or increase the loss that you otherwise recognize on the note's disposition. Any election to amortize bond premium applies to all debt obligations, other than debt obligations the interest on which is excludable from gross income, that you hold at the beginning of the first taxable year to which the election applies or that you thereafter acquire. You may not revoke an election to amortize bond premium without the consent of the IRS. We urge you to consult with your tax advisor regarding this election.

Market Discount on Notes

If you acquire a note and your adjusted tax basis upon acquisition is less than its principal amount, then you will be treated as having acquired that note at a market discount equal to the difference. The foregoing does not apply if the amount of the market discount is less than the de minimis amount specified under the Code. Under the market discount rules, you will be required to treat any gain on the sale, exchange, redemption, retirement or other taxable disposition of a note, or any appreciation in a note in the case of a nontaxable disposition, such as a gift, as ordinary income to the extent of the market discount that has not previously been included in income and that is treated as having accrued on the note at the time of the payment or disposition. In addition, you may be required to defer, until the maturity of the note or earlier taxable disposition, the deduction of all or a portion of interest expense on any indebtedness incurred or continued to purchase or carry the note.

Any market discount will be considered to accrue evenly during the period from the day after your acquisition to the maturity date of the note, unless you elect to accrue the market discount on a constant yield method. You may also elect to include market discount in income currently as it accrues, on either an even or constant yield method. In that event, your basis in the note will increase by the amounts you so include in your income. If you make this election, the rules described above regarding ordinary income on dispositions and deferral of interest deductions will not apply. This election to include market discount in income currently, once made, applies to all market discount obligations acquired on or after the first taxable year to which the election applies. You may not revoke a market discount election without the consent of the IRS. We urge you to consult with your tax advisor regarding these market discount elections.

You should consult your own tax advisors concerning the existence of, and tax consequences of, market discount and amortizable bond premium.

Sale, Exchange or Redemption of Notes

You generally will recognize gain or loss upon the sale, exchange, redemption, retirement or other disposition of the notes measured by the difference between (i) the amount of cash proceeds and the fair market value of any property you receive (except to the extent attributable to accrued interest

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income not previously included in income, which will generally be taxable as ordinary income, or attributable to accrued interest previously included in income, which amount may be received without generating further income), and (ii) your adjusted tax basis in the notes. Your adjusted tax basis in a note generally will equal your cost of the note, less any principal payments received by you. Gain or loss on the disposition of notes will generally be capital gain or loss and will be long-term gain or loss if the notes have been held for more than one year at the time of such disposition. In general, for individuals, long-term capital gains are taxed currently at a maximum rate of 15% and short-term capital gains are taxed currently at a maximum rate of 35%. You should consult your tax advisor regarding the treatment of capital gains and losses.

Exchange Offer

The exchange of old notes for new notes pursuant to the exchange offer will not constitute a taxable event for U.S. federal income tax purposes. As a result, a holder of the old notes will not recognize taxable gain or loss as a result of the exchange of these notes for new notes, the holding period of the new notes will include the holding period of the old notes surrendered in exchange therefor and a holder's adjusted tax basis in the new notes will be the same as such holder's adjusted tax basis in the old notes immediately prior to the surrender of such old notes pursuant to the exchange offer.

Information Reporting and Backup Withholding Tax

In general, information reporting requirements will apply to payments to certain noncorporate U.S. Holders of principal and interest on a note and the proceeds of the sale of a note. If you are a U.S. Holder, you may be subject to backup withholding when you receive interest with respect to the notes, or when you receive proceeds upon the sale, exchange, redemption, retirement or other disposition of the notes. The backup withholding rate currently is 28%. In general, you can avoid this backup withholding by properly executing under penalties of perjury an IRS Form W-9 or substantially similar form that provides:

•: your correct taxpayer identification number; and
•: a certification that (a) you are exempt from backup withholding, (b) you have not been notified by the IRS that you are subject to backup withholding as a result of a failure to report all interest or dividends, or (c) you have been notified by the IRS that you are no longer subject to backup withholding.

If you do not provide your correct taxpayer identification number on the IRS Form W-9 or substantially similar form, you may be subject to penalties imposed by the IRS.

Backup withholding will not apply, however, with respect to payments made to certain holders, provided their exemptions from backup withholding are properly established.

Amounts withheld are generally not an additional tax and may be refunded or credited against your federal income tax liability, provided you furnish the required information to the IRS.

We will report to the U.S. Holders of notes and to the IRS the amount of any "reportable payments" for each calendar year and the amount of tax withheld, if any, with respect to such payments.

Non-U.S. Holders

As used herein, the term "Non-U.S. Holder" means any beneficial owner of a note that is a nonresident alien or a corporation, estate or trust that is not a U.S. Holder.

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Exchange Offer

The exchange of the old notes for the new notes in the exchange offer will not be a taxable sale or exchange for U.S. federal income tax purposes.

Payment of Interest

Generally, subject to the discussion of backup withholding below, if you are a Non-U.S. Holder, interest income that is not effectively connected with a United States trade or business will not be subject to a U.S. withholding tax under the "portfolio interest exemption" provided that:

•: you do not actually or constructively own 10% or more of the combined voting power of all of our classes of stock entitled to vote;
•: you are not a controlled foreign corporation related to us actually or constructively through stock ownership;
•: you are not a bank which acquired the notes in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business; and
•: either (a) you provide a Form W-8BEN (or a suitable substitute form) signed under penalties of perjury that includes your name and address and certifies as to your non-U.S. holder status, or (b) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business, provides a statement to us or our agent under penalties of perjury in which it certifies that a Form W-8BEN or W-8IMY (or a suitable substitute form) has been received by it from you or a qualifying intermediary and furnishes us or our agent with a copy of such form.

Treasury regulations provide alternative methods for satisfying the certification requirement described in the paragraph above. These regulations may require a Non-U.S. holder that provides an IRS form, or that claims the benefit of an income tax treaty, to also provide its U.S. taxpayer identification number.

Interest on notes not exempted from U.S. withholding tax as described above and not effectively connected with a United States trade or business generally will be subject to U.S. withholding tax at a 30% rate, except where an applicable tax treaty provides for the reduction or elimination of such withholding tax. We may be required to report annually to the IRS and to each Non-U.S. Holder the amount of interest paid to, and the tax withheld, if any, with respect to, each Non-U.S. Holder.

Except to the extent that an applicable treaty otherwise provides, generally you will be taxed in the same manner as a U.S. Holder with respect to interest if the interest income is effectively connected with your conduct of a United States trade or business. If you are a corporate Non-U.S. Holder, you may also, under certain circumstances, be subject to an additional "branch profits tax" at a 30% rate (or, if applicable, a lower treaty rate). Even though such effectively connected interest is subject to income tax, and may be subject to the branch profits tax, it may not be subject to withholding tax if you deliver proper documentation.

To claim the benefit of a tax treaty or to claim exemption from withholding because the income is U.S. trade or business income, the Non-U.S. Holder must provide a properly executed Form W-8BEN or W-8ECI. Under the Treasury Regulations, a Non-U.S. Holder may under certain circumstances be required to obtain a U.S. taxpayer identification number and make certain certifications to us. Special procedures are provided in the Treasury Regulations for payments through qualified intermediaries. Prospective investors should consult their tax advisors regarding the effect, if any, of the Treasury Regulations.

132

Sale, Exchange or Redemption of Notes

If you are a Non-U.S. Holder of a note, generally you will not be subject to United States federal income tax or withholding tax on any gain realized on the sale, exchange or redemption of the note, unless:

•: the gain is effectively connected with your conduct of a United States trade or business;
•: you are an individual and are present in the United States for a period or periods aggregating 183 days or more during the taxable year (as determined under the Internal Revenue Code) of the disposition and certain other conditions are met; or
•: you are subject to tax pursuant to the provisions of the Code applicable to certain United States expatriates.

Death of a Non-U.S. Holder

If you are an individual Non-U.S Holder and you hold a note at the time of your death, it will not be includable in your gross estate for United States estate tax purposes, provided that you do not at the time of death actually or constructively own 10% or more of the combined voting power of all of our classes of stock entitled to vote, and provided that, at the time of death, payments with respect to such note would not have been effectively connected with your conduct of a trade or business within the United States.

Information Reporting and Backup Withholding Tax

If you are a Non-U.S. Holder, United States information reporting requirements and backup withholding tax will not apply to payments of interest on a note if you provide the statement described in "Non-U.S. Holders—Payment of Interest", provided that the payor does not have actual knowledge that you are a United States person.

Information reporting will not apply to any payment of the proceeds of the sale of a note effected outside the United States by a foreign office of a "broker" (as defined in applicable Treasury Regulations), unless such broker:

(i): is a United States person;
(ii): is a foreign person that derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States;
(iii): is a controlled foreign corporation for United States federal income tax purposes; or
(iv): is a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons (as defined in U.S. Treasury regulations) who in the aggregate hold more than 50% of the income or capital interests in the partnership or if, at any time during its tax year, such foreign partnership is engaged in a United States trade or business.

Payment of the proceeds of any such sale effected outside the United States by a foreign office of any broker that is described in (i), (ii), (iii) or (iv) of the preceding sentence will be subject to information reporting requirements unless such broker has documentary evidence in its records that you are a Non-U.S. Holder and certain other conditions are met, or you otherwise establish an exemption. However, under such circumstances, Treasury Regulations provide that such payments are not subject to backup withholding. Payment of the proceeds of any such sale to or through the United States office of a broker is subject to information reporting and backup withholding requirements, unless you provide the statement described in "Non-U.S. Holders—Payment of Interest" or otherwise establish an exemption.

133

PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account in connection with the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those new notes. A broker-dealer may use this prospectus, as amended or supplemented from time to time, in connection with resales of new notes received in exchange for old notes where such broker-dealer acquired old notes as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the expiration date of the exchange offer, we will make available a prospectus, as amended or supplemented, meeting the requirements of the Securities Act to any broker-dealer for use in connection with those resales.

We will not receive any proceeds from any sale of new notes by broker-dealers. Broker-dealers may sell new notes received by them for their own account pursuant to the exchange offer from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any new notes.

Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an "underwriter" within the meaning of the Securities Act. A profit on any such resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

For a period of 180 days after the expiration date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We will indemnify the holders of the old notes, including any broker-dealers, against specified liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity of the new notes and the guarantees and certain related matters will be passed upon for us by Hale and Dorr LLP, Boston, Massachusetts.

EXPERTS

The financial statements as of April 30, 2002 and April 30, 2003 and for each of the three years in the period ended April 30, 2003, included in this prospectus, have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent auditors, given on the authority of said firm as experts in auditing and accounting.

134

EXCHANGE AGENT

By Hand or Overnight Courier:		By Facsimile Transmission:
U.S. Bank National Association Corporate Trust Services 180 East Fifth Street St. Paul, Minnesota 55101 Attention: Specialized Finance 4^th Floor		U.S. Bank National Association Corporate Trust Services 180 East Fifth Street St. Paul, Minnesota 55101 Attention: Specialized Finance 4^th Floor (651) 244-1537

135

INDEX TO FINANCIAL STATEMENTS

Audited Consolidated Financial Statements
	Report of Independent Auditors
	Consolidated Balance Sheets as of April 30, 2002 and April 30, 2003
	Consolidated Statements of Operations for the fiscal years ended April 30, 2001, 2002 and 2003
	Consolidated Statements of Stockholders' Equity for the fiscal years ended April 30, 2001, 2002 and 2003
	Consolidated Statements of Cash Flows for the fiscal years ended April 30, 2001, 2002 and 2003
	Notes to Audited Consolidated Financial Statements

F-1

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of Casella Waste Systems, Inc:

In our opinion, the consolidated financial statements listed in the index appearing on page F-1 present fairly, in all material respects, the financial position of Casella Waste Systems, Inc. and its subsidiaries (the "Company") at April 30, 2003 and April 30, 2002, and the results of their operations and their cash flows for each of the three years in the period ended April 30, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 1 to the consolidated financial statements, on May 1, 2001, the Company changed its method of accounting for derivative instruments and hedging activities.

As described in Note 3 to the consolidated financial statements, on May 1, 2002, the Company changed its method of accounting for goodwill and other intangible assets, and its method of accounting for the impairment or disposal of long-lived assets.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
July 22, 2003

F-2

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

		April 30, 2002		April 30, 2003
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents	$	4,298	$	15,652
	Restricted cash		10,286		10,839
	Accounts receivable—trade, net of allowance for doubtful accounts of $821 and $895		43,069		45,649
	Notes receivable—officers/employees		1,105		1,105
	Prepaid expenses		3,132		5,906
	Inventory		2,414		1,740
	Deferred income taxes		8,767		4,275
	Other current assets		4,245		1,111

Total current assets			77,316		86,277

Property, plant and equipment, net of accumulated depreciation and amortization of $163,556 and $201,681			287,206		302,328
Intangible assets, net			223,643		162,696
Deferred income taxes			648		—
Investments in unconsolidated entities			26,865		34,740
Net assets under contractual obligation			—		3,844
Other non-current assets			5,933		12,756

			544,295		516,364

		$	621,611	$	602,641

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

F-3

		April 30, 2002			April 30, 2003
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Current maturities of long-term debt	$	6,436		$	4,534
	Current maturities of capital lease obligations		1,816			1,287
	Accounts payable		24,154			33,743
	Accrued payroll and related expenses		5,797			7,383
	Accrued interest		1,481			5,375
	Accrued income taxes		3,676			4,526
	Accrued closure and post-closure costs, current portion		6,465			2,962
	Other accrued liabilities		23,828			15,662

Total current liabilities			73,653			75,472

Long-term debt, less current maturities			277,545			302,389
Capital lease obligations, less current maturities			3,051			1,969
Accrued closure and post-closure costs, less current maturities			18,307			22,987
Minority interest			523			—
Deferred income taxes			—			5,473
Other long-term liabilities			11,006			11,375
COMMITMENTS AND CONTINGENCIES
Series A redeemable, convertible preferred stock, 55,750 shares authorized, issued and outstanding as of April 30, 2002 and 2003, liquidation preference of $1,000 per share plus accrued but unpaid dividends			60,730			63,824
STOCKHOLDERS' EQUITY:
Class A common stock—
	Authorized—100,000,000 shares, $0.01 par value issued and outstanding—22,667,000 and 22,769,000 shares as of April 30, 2002 and 2003, respectively		227			228
Class B common stock—
	Authorized—1,000,000 shares, $0.01 par value 10 votes per share, issued and outstanding—988,000 shares		10			10
Accumulated other comprehensive income (loss)			(4,250	)		542
Additional paid-in capital			272,697			270,068
Accumulated deficit			(91,888	)		(151,696	)

Total stockholders' equity			176,796			119,152

		$	621,611		$	602,641

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

F-4

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

		Fiscal Year Ended April 30,
		2001			2002			2003
Revenues		$	480,366		$	421,235		$	420,863
Operating expenses:
	Cost of operations		321,214			276,693			278,347
	General and administration		64,079			54,456			55,772
	Depreciation and amortization		53,411			50,712			47,930
	Impairment charge		79,687			—			4,864
	Restructuring charge		4,151			(438	)		—
	Legal settlements		4,209			—			—
	Other miscellaneous charges		1,604			—			—

			528,355			381,423			386,913

Operating income (loss)			(47,989	)		39,812			33,950

Other expense/(income), net:
	Interest income		(2,974	)		(904	)		(318	)
	Interest expense		41,628			31,451			26,572
	(Income) loss from equity method investments		26,256			(1,899	)		(2,073	)
	Minority interest		1,026			(154	)		(152	)
	Other (income)/expense, net:		76			(4,480	)		(1,599	)

Other expense, net			66,012			24,014			22,430

Income (loss) from continuing operations before income taxes, discontinued operations, extraordinary loss and cumulative effect of change in accounting principle			(114,001	)		15,798			11,520
Provision (benefit) for income taxes			(20,443	)		5,111			5,292

Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle			(93,558	)		10,687			6,228
Discontinued Operations:
	Loss from discontinued operations (net of income tax benefit of $1,069)		(4,130	)		—			—
	Estimated loss on disposal of discontinued operations (net of income tax benefit of $274 and $157)		(2,657	)		(4,096	)		—
	Reclassification from discontinued operations (net of income tax (provision) benefit of $810, ($776) and ($34))		(1,190	)		1,140			50
Extraordinary loss—early extinguishment of debt (net of income tax benefit of $1,479)			—			—			(2,170	)
Cumulative effect of change in accounting principle (net of income tax benefit of $170 and $189)			—			(250	)		(63,916	)

Net (loss) income			(101,535	)		7,481			(59,808	)
Preferred stock dividend			1,970			3,010			3,094

Net (loss) income available to common stockholders		$	(103,505	)	$	4,471		$	(62,902	)

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

F-5

		Fiscal Year Ended April 30,
		2001			2002			2003
Earnings Per Share:
Basic:
	Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle	$	(4.12	)	$	0.33		$	0.13
	Loss from discontinued operations, net		(0.18	)		—			—
	Estimated loss on disposal of discontinued operations, net		(0.11	)		(0.18	)		—
	Reclassification from discontinued operations, net		(0.05	)		0.05			—
	Extraordinary loss—early extinguishment of debt, net		—			—			(0.09	)
	Cumulative effect of change in accounting principle, net		—			(0.01	)		(2.69	)

Net (loss) income per common share		$	(4.46	)	$	0.19		$	(2.65	)

Basic weighted average common shares outstanding			23,189			23,496			23,716

Diluted:
	Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle	$	(4.12	)	$	0.32		$	0.13
	Loss from discontinued operations, net		(0.18	)		—			—
	Estimated loss on disposal of discontinued operations, net		(0.11	)		(0.17	)		—
	Reclassification from discontinued operations, net		(0.05	)		0.05			—
	Extraordinary loss—early extinguishment of debt, net		—			—			(0.09	)
	Cumulative effect of change in accounting principle, net		—			(0.01	)		(2.67	)

Net (loss) income per common share		$	(4.46	)	$	0.19		$	(2.63	)

Diluted weighted average common shares outstanding			23,189			24,169			23,904

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

F-6

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)

	Stockholders' Equity
	Class A Common Stock				Class B Common Stock
	Class A Common Stock				Class B Common Stock									Accumulated Other Comprehensive Income (Loss)
	# of Shares		Par Value		# of Shares	Par Value		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity			Total Comprehensive Income (Loss)
Balance, April 30, 2000	22,215		$	222	988	$	10	$	270,655		$	4,136		$	(305	)	$	274,718
Issuance of Class A common stock from the exercise of stock options and employee stock purchase plan	32			—	—		—		258			—			—			258
Issuance of Series A redeemable convertible preferred stock	—			—	—		—		(1,009	)		—			—			(1,009	)
Accrual of preferred stock dividend	—			—	—		—		—			(1,970	)		—			(1,970	)
Equity transactions of majority-owned subsidiary	—			—	—		—		1,506			—			—			1,506
Net loss	—			—	—		—		—			(101,535	)		—			(101,535	)	$	(101,535	)
Unrealized gain on securities	—			—	—		—		—			—			891			891			891

Total comprehensive loss	—			—	—		—		—			—			—			—		$	(100,644	)

Other	(49	)		—	—		—		92			—			—			92

Balance, April 30, 2001	22,198		$	222	988	$	10	$	271,502		$	(99,369	)	$	586		$	172,951

Issuance of Class A common stock	12		$	—	—	$	—	$	138		$	—		$	—		$	138
Issuance of Class A common stock from the exercise of stock warrants, options and employee stock purchase plan	457			5	—		—		4,063			—			—			4,068
Accrual of preferred stock dividend	—			—	—		—		(3,010	)					—			(3,010	)
Net income	—			—	—		—		—			7,481			—			7,481		$	7,481
Unrealized gain/(loss) on securities, net of reclassification adjustments	—			—	—		—		—			—			(586	)		(586	)		(586	)
Change in fair value of interest rate swaps and commodity hedges, net of reclassification adjustments	—			—	—		—		—			—			(4,250	)		(4,250	)		(4,250	)

Total comprehensive income	—			—	—		—		—			—			—			—		$	2,645

Other	—			—	—		—		4			—			—			4

Balance, April 30, 2002	22,667		$	227	988	$	10	$	272,697		$	(91,888	)	$	(4,250	)	$	176,796

Issuance of Class A common stock from the exercise of stock warrants, options and employee stock purchase plan	102		$	1	—	$	—	$	459		$	—		$	—		$	460
Accrual of preferred stock dividend	—			—	—		—		(3,094	)					—			(3,094	)
Net loss	—			—	—		—		—			(59,808	)		—			(59,808	)	$	(59,808	)
Change in fair value of interest rate swaps and commodity hedges, net of reclassification adjustments	—			—	—		—		—			—			4,792			4,792			4,792

Total comprehensive loss	—			—	—		—		—			—			—			—		$	(55,016	)

Other	—			—	—		—		6			—			—			6

Balance, April 30, 2003	22,769		$	228	988	$	10	$	270,068		$	(151,696	)	$	542		$	119,152

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

F-7

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

			Fiscal Year Ended April 30,
			2001			2002			2003
Cash Flows from Operating Activities:
Net (loss) income			$	(101,535	)	$	7,481		$	(59,808	)

Adjustments to reconcile net (loss) income to net cash provided by operating activities—
	Depreciation and amortization			53,411			50,712			47,930
	Loss from discontinued operations, net			4,130			—			—
	Estimated loss on disposal of discontinued operations, net			2,657			4,096			—
	Reclassification from discontinued operations, net			1,190			(1,140	)		(50	)
	Extraordinary loss—early extinguishment of debt, net			—			—			2,170
	Cumulative effect of change in accounting principle, net			—			250			63,916
	(Income) loss from equity method investments			26,256			(1,899	)		(2,073	)
	Impairment charge			79,687			—			4,864
	Loss from commodity hedge contracts, net			—			1,289			—
	Gain on investments, net			(3,131	)		(1,216	)		—
	Loss (gain) on sale of equipment			1,101			(76	)		386
	Gain on sale of assets			—			(4,848	)		(684	)
	Minority interest			1,026			(154	)		(152	)
	Deferred income taxes			(10,866	)		6,121			7,531
	Changes in assets and liabilities, net of effects of acquisitions and divestitures—
		Accounts receivable		16,692			8,116			(7,466	)
		Accounts payable		(6,643	)		(5,100	)		12,031
		Other assets and liabilities		(714	)		4,055			(3,643	)

				164,796			60,206			124,760

		Net Cash Provided by Operating Activities		63,261			67,687			64,952

Cash Flows from Investing Activities:
	Acquisitions, net of cash acquired			(9,331	)		(4,601	)		(18,068	)
	Proceeds from divestitures, net of cash divested			15,814			31,216			875
	Additions to property, plant and equipment			(61,518	)		(37,674	)		(41,925	)
	Proceeds from sale of equipment			2,298			1,938			1,212
	Proceeds from sale of investments			6,718			3,530			—
	Advances to unconsolidated entities			(9,546	)		(3,942	)		(3,302	)

		Net Cash Used In Investing Activities		(55,565	)		(9,533	)		(61,208	)

Cash Flows from Financing Activities:
	Proceeds from long-term borrowings			49,590			73,384			380,521
	Principal payments on long-term debt			(87,331	)		(147,009	)		(361,905	)
	Proceeds from equity transactions of majority-owned subsidiary			1,506			—			—
	Deferred financing costs			—			—			(11,466	)
	Proceeds from exercise of stock options			259			3,560			460
	Proceeds from the issuance of series A redeemable, convertible preferred stock, net			54,741			—			—

		Net Cash Provided by (Used In) Financing Activities		18,765			(70,065	)		7,610

Cash used in discontinued operations				(12,248	)		(5,792	)		—
Net increase (decrease) in cash and cash equivalents				14,213			(17,703	)		11,354
Cash and cash equivalents, beginning of period				7,788			22,001			4,298

		Cash and cash equivalents, end of period	$	22,001		$	4,298		$	15,652

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

F-8

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

		Fiscal Year Ended April 30,
		2001			2002			2003
Supplemental Disclosures of Cash Flow Information:
Cash paid (received) during the period for—
	Interest	$	37,484		$	32,887		$	20,763
	Income taxes, net of refunds	$	(1,773	)	$	(1,267	)	$	54
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Summary of entities acquired in purchase business combinations
	Fair market value of assets acquired	$	22,602		$	7,377		$	27,756
	Notes receivable exchanged for assets		(13,263	)		—			—
	Cash paid, net		(9,335	)		(4,601	)		(18,068	)

	Liabilities assumed, Notes Payable to Seller	$	4		$	2,776		$	9,688

Common Stock and Stock Options Issued as Compensation		$	—		$	650		$	—

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

F-9

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except for per share data)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Casella Waste Systems, Inc. ("the Company" or "the Parent") is a regional, integrated solid waste services company, that provides collection, transfer, disposal and recycling services, primarily in the eastern United States. The Company markets recyclable metals, aluminum, plastics, paper and corrugated cardboard which has been processed at its facilities as well as recyclables purchased from third parties. The Company also generates and sells electricity under a long-term contract at a waste-to-energy facility, Maine Energy Recovery Company LP ("Maine Energy") (see Note 12).

A summary of the Company's significant accounting policies follows:

(a) Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

(b) Use of Estimates and Assumptions

The Company's preparation of its financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of the contingent assets and liabilities at the date of the financial statements. The estimates and assumptions will also affect the reported amounts of revenues and expenses during the reporting period. Summarized below are the estimates and assumptions that the Company considers to be significant in the preparation of its financial statements.

Landfill Accounting—Capitalized Costs and Amortization

The Company uses life-cycle accounting and the units-of-production method to recognize certain landfill costs. Under life-cycle accounting, all costs related to acquisition, construction, closure and post-closure of landfill sites are capitalized or accrued and charged to income based on tonnage placed into each site. The Company routinely reviews its investment in operating landfills, transfer stations and other significant facilities to determine whether the costs of these investments is realizable. The Company's judgments regarding the existence of impairment indicators are based on regulatory factors, market conditions and operational performance of its landfills.

Units-of-production amortization rates are determined annually for each of the Company's operating landfills, and such rates are based on estimates provided by its engineers and accounting personnel and consider the information provided by surveys, which are performed at least annually.

Landfill Accounting—Accrued Closure and Post-Closure Costs

Accrued closure and post-closure costs represent future estimated costs related to monitoring and maintenance of a solid waste landfill, after a landfill facility ceases to accept waste and closes. The Company provides accruals for these estimated future costs on an undiscounted basis as the remaining permitted airspace of such facilities is consumed.

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Recovery of Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment or Disposed of Long-Lived Assets, the Company continually reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the remaining estimated useful life of such assets might warrant revision or that the balances may not be recoverable. An impairment loss is recorded if the amount by which the carrying amount of the assets exceeds their fair value. Fair value is usually determined based on the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved.

Allowance for Doubtful Accounts

The Company estimates the allowance for bad debts based on historical collection experience, current trends, credit policy and a review of accounts receivable by aging category.

Self Insurance Reserves

The Company is self insured for vehicles and worker's compensation. Through the use of actuarial calculations provided by a third party, the Company estimates the amounts required to settle insurance claims. The actuarially-determined liability is calculated in part by past claims experience, which considers both the frequency and settlement of claims. The Company's self insurance reserves totaled $6,060 and $8,935 at April 30, 2002 and 2003, respectively.

Discontinued Operations

Prior to fiscal year 2003, the Company carried discontinued businesses at estimated net realizable value less costs to be incurred through the date of disposition. Upon adoption of SFAS No. 144, the assets and liabilities of discontinued operations are separately classified in the accompanying consolidated balance sheets.

Income Taxes

The Company uses estimates to determine its provision for income taxes and related assets and liabilities and any valuation allowance recorded against its net deferred tax assets. Valuation allowances have been established for the possibility that tax benefits may not be realized for certain deferred tax assets.

The Company recognizes collection, transfer, recycling and disposal revenues as the services are provided. Certain customers are billed in advance and, accordingly, recognition of the related revenues is deferred until the services are provided.

Revenues from the sale of electricity to local utilities by the Company's waste-to-energy facility (see Note 12) are recorded at the contract rate specified by its power purchase agreement as the electricity is delivered.

Revenues from the sale of recycled materials are recognized upon shipment. Rebates to certain municipalities based on sales of recyclable materials are recorded upon the sale of such recyclables to third parties and are included as a reduction to revenues. Revenues for processing of recyclable materials are recognized when the related service is provided.

Revenues from brokerage are recognized at the time of shipment.

F-11

(d) Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash and cash equivalents, trade receivables, investments in closure trust funds, trade payables and debt instruments. The carrying values of these financial instruments approximate their respective fair values. See Note 11 for the terms and carrying values of the Company's various debt instruments.

(e) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with maturities of three months or less to be cash equivalents.

(f) Inventory

Inventory includes secondary fibers, recyclables ready for sale and supplies and is stated at the lower of cost (first-in, first-out) or market. Inventory consisted of finished goods and supplies of approximately $2,410 and $1,814 at April 30, 2002 and 2003, respectively.

(g) Investments

In accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, the Company classifies its investment in equity securities as "available for sale." Accordingly, the carrying value of the securities is adjusted to fair value through other comprehensive (loss) income.

In October, 2001, the Company sold its remaining Bangor Hydro Warrants for $3,530. The resulting gain of $1,654 is included in other income. $1,038 (net of taxes of $707) of the gain was reclassified from other comprehensive (loss) income. The Company used the specific identification method as a basis for calculating the gain on sale.

For the period ending April 30, 2002 and 2003, the Company wrote down to fair value certain equity security investments. The write downs, which were reclassified from other comprehensive (loss) income, amounted to $438 and $42, respectively, and were due to declines in the fair value which, in the opinion of management, were considered to be other than temporary. The write downs are included in other (income)/expense in the accompanying statements of operations.

As of April 30, 2002 and 2003, the fair value of investments was approximately $62 and $20, respectively, which is included in other current assets in the accompanying consolidated balance sheets.

(h) Property, Plant and Equipment

Property, plant and equipment are recorded at cost, less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method by charges to operations in amounts that allocate the cost of the assets over their estimated useful lives as follows (See Note 6):

Asset Classification		Estimated Useful Life
Buildings and improvements		10-35 years
Machinery and equipment		2-15 years
Rolling stock		1-12 years
Containers		2-12 years

The cost of maintenance and repairs is charged to operations as incurred.

Capitalized landfill costs include expenditures for land and related airspace, permitting costs and preparation costs. Landfill permitting and preparation costs represent only direct costs related to these

F-12

activities, including legal, engineering and construction. Landfill preparation costs include the costs of construction associated with excavation, liners, site berms and the installation of leak detection and leachate collection systems. Interest is capitalized on landfill permitting and construction projects while the assets are undergoing activities to ready them for their intended use. The interest capitalization rate is based on the Company's weighted average cost of indebtedness. Interest capitalized for the years ended April 30, 2001, 2002 and 2003 was $373, $437 and $719, respectively. Management routinely reviews its investment in operating landfills, transfer stations and other significant facilities to determine whether the costs of these investments are realizable.

Landfill permitting, acquisition and preparation costs, excluding the estimated residual value of land, are amortized as landfill airspace is consumed. In determining the amortization rate for these landfills, preparation costs include the total estimated costs to complete construction of the landfills' permitted and permittable capacity. To be considered permittable, airspace must meet all of the following criteria: the Company must control the land on which the expansion is sought; all technical siting criteria have been met or a variance has been obtained or is reasonably expected to be obtained; no legal or political impediments have been identified which the Company believes will not be resolved in its favor; the Company is actively working on obtaining any necessary permits and expects that all required permits will be received within the next two to five years; and senior management has approved the project. Units-of-production amortization rates are determined annually for each of the Company's operating landfills. The rates are based on estimates provided by the Company's engineers and accounting personnel and reflect the information provided by surveys, which are performed at least annually.

(i) Intangible Assets

Covenants not to compete and customer lists are amortized using the straight-line method over their estimated useful lives, typically no more than 10 years. (See Note 7.)

Goodwill is the cost in excess of fair value of identifiable assets of acquired businesses and has been amortized through April 30, 2002 using the straight-line method over periods not exceeding 40 years. In July 2001, the FASB issued SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. These standards modified the accounting rules related to accounting for business acquisitions, amortization of intangible assets and the method of accounting for impairment. Under SFAS No. 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests. Other intangible assets will continue to be amortized over their useful lives.

As a result of the factors discussed in Note 18, during 2001, the Company recorded a charge of $79,687 to reduce certain assets (mainly goodwill arising from the acquisition of KTI, see Note 4), to their estimated fair value.

(j) Investments in Unconsolidated Entities

The Company entered into an agreement in July 2000 with Louisiana-Pacific to combine their respective cellulose insulation businesses into a single operating entity, US GreenFiber LLC ("GreenFiber") under a joint venture agreement effective August 1, 2000. The Company contributed the operating assets of its cellulose insulation manufacturing business together with $1,000 in cash. There was no gain or loss recognized on this transaction. The Company's investment in GreenFiber amounted to $21,672 and $23,746 at April 30, 2002 and 2003, respectively. The Company accounts for its 50% ownership in GreenFiber under the equity method of accounting.

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payment of which is contingent upon certain events. The Company will record the contingent consideration when the contingency is removed. The Company's investment in the power assets of New Heights amounted to $2,113 and $2,586 at April 30, 2002 and 2003, respectively. The Company accounts for this investment under the cost method of accounting.

The Company had received a promissory note and other consideration from Oakhurst Company, Inc. ("OCI") in connection with the Company's acquisition of OCI's 37.5% interest in New Heights on July 3, 2001. The Company estimated the realizable value at $0. The Company reached a settlement with OCI in April, 2003 and received $1,220 which is included in other (income)/expense.

The Company sold 80.1% of Recovery Technologies Group, Inc. ("RTG") in September, 2001 as part of the sale of the tire processing business. The Company retained a 19.9% indirect interest in the RTG tire collection and processing business which is valued at $3,080 at April 30, 2002 and 2003. The Company's interest is subject to dilution as a result of advances made by the owner of the balance of the interest in RTG, against no advances made by the Company. The Company accounts for this investment under the cost method of accounting.

In April, 2003, the Company acquired a 9.9% interest in Evergreen National Indemnity Company ("Evergreen") for total consideration of $5,329. The Company accounts for its investment in Evergreen under the cost method of accounting.

(k) Income Taxes

The Company records income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Under SFAS No. 109, deferred income taxes are recognized based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using currently enacted tax rates.

(l) Accrued Closure and Post-Closure Costs

Accrued closure and post-closure costs include the current and non-current portion of accruals associated with obligations for closure and post-closure of the Company's operating and closed landfills. The Company, based on input from its engineers, accounting personnel and consultants, estimates its future cost requirements for closure and post-closure monitoring and maintenance for solid waste landfills based on its interpretation of the technical standards of the U.S. Environmental Protection Agency's Subtitle D regulations and the air emissions standards under the Clean Air Act as they are being applied on a state-by-state basis. Closure and post-closure monitoring and maintenance costs represent the costs related to cash expenditures yet to be incurred when a landfill facility ceases to accept waste and closes.

Accruals for closure and post-closure monitoring and maintenance requirements consider final capping of the site, site inspection, groundwater monitoring, leachate management, methane gas control and recovery, and operation and maintenance costs to be incurred during the period after the facility closes. Certain of these environmental costs, principally capping and methane gas control costs, are also incurred during the operating life of the site in accordance with the landfill operation requirements of Subtitle D and the air emissions standards. Reviews of the future cost requirements for closure and post-closure monitoring and maintenance for the Company's operating landfills by the Company's engineers, accounting personnel and consultants are performed at least annually and are the basis upon which the Company's estimates of these future costs and the related accrual rates are revised. The Company provides accruals for these estimated costs as the remaining permitted airspace of such facilities is consumed.

The Company operates in states which require a certain portion of landfill closure and post-closure obligations to be secured by financial assurance, which may take the form of restricted cash, surety

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bonds and letters of credit. Surety bonds securing closure and post-closure obligations at April 30, 2002 and 2003 totaled $13,654 and $25,705, respectively.

(m) Comprehensive (Loss) Income

Comprehensive (loss) income is defined as the change in net assets of a business enterprise during a period from transactions generated from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Accumulated other comprehensive (loss) income included in the accompanying balance sheets consists of unrealized gains and losses on the Company's available for sale securities, change in the fair value of the Company's interest rate swap and commodity hedge agreements as well as the cumulative effect of the change in accounting principle due to the adoption of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (See Note 1(p)).

(n) Earnings per Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is based on the combined weighted average number of common shares and potentially dilutive shares, which include, where appropriate, the assumed exercise of employee stock options and the conversion of convertible debt and convertible preferred stock. In computing diluted earnings per share, the Company utilizes the treasury stock method with regard to employee stock options and the "if converted" method with regard to its convertible debt and preferred stock.

(o) Stock Based Compensation Plans

The Company has elected to account for its stock-based compensation plans under APB Opinion No. 25, Accounting for Stock Issued to Employees, for which no compensation expense is recorded in the statements of operations for the estimated fair value of stock options issued with an exercise price equal to the fair value of the underlying common stock on the grant date.

During fiscal 1996, the FASB issued SFAS No. 123, Accounting for Stock-Based Compensation, which defines a fair value based method of accounting for stock-based employee compensation and encourages all entities to adopt that method of accounting for all of their employee stock compensation plans. However, it also allows an entity to continue to measure compensation costs for those plans using the intrinsic method of accounting prescribed by APB Opinion No. 25. Entities electing to remain with the accounting in APB Opinion No. 25 must make pro forma disclosures of net income and earnings per share as if the fair value based method of accounting defined in SFAS No. 123 had been applied. In addition, the Company has adopted the disclosure requirements of SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure.

In accordance with SFAS No. 123 and SFAS No. 148, the Company has computed, for pro forma disclosure purposes, the value of all options granted during the fiscal years 2001, 2002 and 2003 using the Black-Scholes option pricing model as prescribed by SFAS No. 123, using the following weighted average assumptions for grants in the fiscal years ended 2001, 2002 and 2003.

	April 30,
	2001	2002	2003
Risk free interest rate	4.85%–6.76%	4.03%–5.05%	2.57%–4.50%
Expected dividend yield	N/A	N/A	N/A
Expected life	7 Years	5 Years	5 Years
Expected volatility	84.20%	65.00%	65.00%

The total value of options granted during the years ended April 30, 2001, 2002 and 2003 would be amortized on a pro forma basis over the vesting period of the options. Options generally vest over a

F-15

one to three year period. If the Company had accounted for these plans in accordance with SFAS No. 123, the Company's net (loss) income and net (loss) income per share would have changed as reflected in the following pro forma amounts:

		Fiscal Year
		2001			2002			2003
Net (loss) income available to common stockholders, as reported		$	(103,505	)	$	4,471		$	(62,902	)
	Deduct: Total stock-based compensation expense determined under fair value based method, net		(13,089	)		(3,804	)		(1,507	)

Pro forma, net (loss) income		$	(116,594	)	$	667		$	(64,409	)

Basic (loss) income per common share:
	As reported	$	(4.46	)	$	0.19		$	(2.65	)
	Pro forma	$	(5.03	)	$	0.03		$	(2.72	)
Diluted (loss) income per common share:
	As reported	$	(4.46	)	$	0.19		$	(2.63	)
	Pro forma	$	(5.03	)	$	0.03		$	(2.70	)

(p) Accounting for Derivatives and Hedging Activities

The Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, on May 1, 2001. SFAS No. 133 establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. The Company's objective for utilizing derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in the variable interest rates under its credit facility and changes in the commodity prices of recycled paper.

The Company's strategy to hedge against fluctuations in variable interest rates involves entering into interest rate swaps that are specifically designated to existing interest payments under the credit facility and accounted for as cash flow hedges pursuant to SFAS No. 133. Upon adoption of SFAS No. 133, the Company recorded the ineffective portion of the interest rate hedges in place at the time of adoption amounting to $250 (net of taxes of $170) as a cumulative effect of change in accounting principle in fiscal year 2002.

At April 30, 2002 the Company had in place six interest rate swaps designated as cash flow hedges with a fair value of $8,225, with the net amount (net of taxes of $3,312) recorded as an unrealized loss in other comprehensive income (loss). Due to the Company's refinancing of its debt, the early termination costs associated with the unwind of these swaps amounted to $1,296 which is included in other expense, net in the consolidated statements of operations for the year ended April 30, 2003. At April 30, 2003 the Company has two interest rate swaps outstanding, expiring in February, 2004, with an aggregate notional amount of $53,000. The Company has evaluated these swaps and believes these instruments qualify for hedge accounting pursuant to SFAS No. 133. The fair value of these swaps was an obligation of $551, with the net amount (net of taxes of $223) recorded as an unrealized loss in other comprehensive income (loss). The estimated net amount of the existing losses as of April 30, 2003 included in accumulated other comprehensive income expected to be reclassified into earnings as payments are either made or received under the terms of the interest rate swaps within the next 12 months is approximately $195. The actual amounts reclassified into earnings are dependent on future movements in interest rates.

The Company's strategy to hedge against fluctuations in the commodity prices of recycled paper is to enter into hedges to mitigate the variability in cash flows generated from the sales of recycled paper

F-16

at floating prices, resulting in a fixed price being received from these sales. The Company has entered into 12 commodity hedges, which expire at various times between August 2003 and November 2005. The Company has evaluated these hedges and believes that these instruments qualify for hedge accounting pursuant to SFAS No. 133. As of April 30, 2003, the fair value of these hedges was an obligation of $515, with the net amount (net of taxes of $197) recorded as an unrealized loss in accumulated other comprehensive income (loss).

On December 2, 2001, Enron Corporation (Enron), the counterparty for all of the Company's commodity hedges as of that date, filed for Chapter 11 bankruptcy protection. As a result of the filing, the Company executed the early termination provisions provided under the forward contracts, and filed a claim with the bankruptcy court. Additionally, the Company agreed with its equity method investee, GreenFiber, to include GreenFiber in its claim (as allowed under the applicable affiliate provisions). The Company recorded a charge of $1,688 in fiscal 2002 in other expense to recognize the change in fair value of these commodity contracts. Subsequent changes in the fair value of these commodity contracts were reflected in earnings until their March 2003 termination. The Company has no remaining exposure related to its claims against Enron.

(q) New Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 applies to all legally enforceable obligations associated with the retirement of tangible long-lived assets. For the Company, this standard primarily impacts accounting for landill operations, specifically capping, closure and post-closure costs. SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes the cost by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, the entity either settles the obligation for the amount recorded or incurs a gain or loss. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The Company will adopt SFAS No. 143 beginning May 1, 2003. The adoption of this standard will have no impact on cash flow.

SFAS No. 143 does not change the basic accounting principles that the Company has historically followed for accounting for these types of obligations. In general, the Company has followed the practice of life cycle accounting which recognizes a liability on the balance sheet and related expense as airspace is consumed at the landfill, in order to match operating costs with revenues.

The primary modification to the Company's methodology required by SFAS No. 143 is to require closure and post-closure costs to be discounted to present value. The Company's estimates of future closure and post-closure costs historically have not taken into account discounts for the present value of costs to be paid in the future. Under SFAS No. 143, the Company's estimates of costs to discharge asset retirement obligations for landfills are developed in today's dollars. These costs are then inflated each year to reflect a normal escalation of prices up to the year they are expected to be paid. These estimated costs are then discounted to their present value using a credit adjusted risk-free rate.

Under SFAS No. 143, the Company will no longer accrue landfill retirement obligations through a charge to cost of operations, but rather by an increase to landfill assets. Under SFAS No. 143, the amortizable landfill assets include not only the landfill development costs incurred but also the recorded capping, closure and post-closure liabilities as well as the cost estimates for future capping, closure and post-closure costs. The landfill asset is amortized over the total capacity of the landfill, as airspace is consumed during the life of the landfill with one exception. The exception is for final capping for which both the recognition of the liability and the amortization of these costs are based instead on the airspace consumed for the specific capping event.

Upon adoption of SFAS No. 143 on May 1, 2003, the Company expects to record a cumulative effect of change in accounting principle of $2,700 (net of taxes of $1,900).

F-17

Following is a summary of the expected balance sheet changes for landfill assets and capping, closure and post -closure liabilities at May 1, 2003 (in thousands):

	Balance at April 30, 2003			Change			Balance at May 1, 2003
Landfill assets	$	148,029		$	6,166		$	154,195
Accumulated amortization		(63,207	)		(9,394	)		(72,601	)

Net landfill assets	$	84,822		$	(3,228	)	$	81,594

Capping, closure, and post-closure liability	$	25,949		$	(7,855	)	$	18,094

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No., 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145, among other things, restricts the classification of gains and losses from extinguishment of debt as extraordinary such that most debt extinguishment gains and losses will no longer be classified as extraordinary. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002. Upon adoption, gains and losses on future debt extinguishment, if any, will be recorded in pre-tax income. During fiscal year 2003, the Company recorded an extraordinary loss of $2,170 (net of income tax benefit of $1,479) in connection with the write-off of deferred financing costs related to the old term loan and the old revolver. This item will be reclassified to continuing operations in fiscal 2004.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses costs such as restructuring, involuntary termination of employees and consolidating facilities but excludes from its scope exit and disposal activities that are in connection with a business combination and those activities to which SFAS No. 143 and No. 144 are applicable. SFAS No. 146 is effective for exit and disposal activities that are initiated after December 31, 2002. Management is evaluating the effect of this statement on the Company's results of operations and financial position as well as related disclosures. The Company has not engaged in or initiated any exit or disposal activities since December 31, 2002.

In December, 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FAS 123. This statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used in reporting results. SFAS No. 148 is effective for fiscal years ending after December 15, 2002. The Company has included the required disclosures in these financial statements. Management is evaluating the effect of this statement on the Company's results of operations and financial position as well as related disclosures.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of APB No. 51 ("FIN 46"). FIN 46 requires that unconsolidated variable interest entities be consolidated by their primary beneficiary who absorbs a majority of the entities expected losses or residual benefits. FIN 46 applies immediately to variable interest entities created after January 31, 2003 and to existing variable interest entities in the periods beginning after June 15, 2003. Management is evaluating the effect of this statement on the Company's results of operations and financial position as well as related disclosures.

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No. 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. Management is evaluating the effect of the statement on the Company's results of operations and financial positions as well as related disclosures.

(r) Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically diverse customers comprise the Company's customer base, thus spreading the trade credit risk. For the years ended April 30, 2002 and 2003, no single group or customer represents greater than 2.0% of total accounts receivable. The Company controls credit risk through credit evaluations, credit limits, and monitoring procedures. The Company performs credit evaluations for commercial and industrial customers and performs ongoing credit evaluations of its customers, but generally does not require collateral to support accounts receivable. Credit risk related to derivative instruments results from the fact the Company enters into interest rate and commodity price swap agreements with various counterparties. However, the Company monitors its derivative positions by regularly evaluating positions and the credit worthiness of the counterparties.

2. RECLASSIFICATIONS

Certain reclassifications have been made to the prior period financial statements to conform to the current presentation.

3. ADOPTION OF NEW ACCOUNTING STANDARDS

(a) SFAS No. 142, Goodwill and Other Intangible Assets

In July 2001, the FASB issued SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. These new standards significantly modified the accounting rules related to accounting for business acquisitions, amortization of intangible assets and the method of accounting for impairments of existing goodwill. The effective date for SFAS No. 142 was fiscal years beginning after December 15, 2001.

SFAS No. 142, among other things, eliminates the amortization of goodwill and requires an annual assessment of goodwill impairment by applying a fair value based test. SFAS No. 142 requires that any goodwill recorded in connection with an acquisition consummated on or after July 1, 2001 not be amortized. The Company performed an impairment test as of May 1, 2002 and goodwill was determined to be impaired and the amount of $63,916 (net of tax benefit of $189) was charged to earnings as a cumulative effect of a change in accounting principle. The goodwill impairment is associated with the assets acquired by the Company in connection with its acquisition of KTI. Remaining goodwill will be tested for impairment on an annual basis and further impairment charges may result. In accordance with the non-amortization provisions of SFAS No. 142, remaining goodwill will not be amortized going forward. The following schedule reflects net income (loss) and earnings

F-19

(loss) per share for fiscal years 2001, 2002 and 2003 adjusted to exclude goodwill amortization and impairment charges.

		Fiscal Year
		2001			2002			2003
Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle		$	(93,558	)	$	10,687		$	6,228
Discontinued Operations:
	Loss from discontinued operations, net		(4,130	)		—			—
	Estimated loss on disposal of discontinued operations, net		(2,657	)		(4,096	)		—
	Reclassification from discontinued operations, net		(1,190	)		1,140			50
Cumulative effect of change in accounting principle, net			—			(250	)		(63,916	)

Reported net income (loss) before extraordinary loss			(101,535	)		7,481			(57,638	)
Add:
	Goodwill impairment charge (net of income taxes of $189)		—			—			63,916
	Goodwill amortization (net of income taxes of $1,759 and $2,143)		6,254			4,956			—

Adjusted net income (loss) before extraordinary loss			(95,281	)		12,437			6,278
Less:
	Preferred stock dividends		1,970			3,010			3,094

Adjusted net income (loss) available to common shareholders before extraordinary loss			(97,251	)		9,427			3,184
Extraordinary loss—early extinguishment of debt, net			—			—			(2,170	)

Adjusted net income (loss) available to common stockholders		$	(97,251	)	$	9,427		$	1,014

Earnings per common share before extraordinary loss:
Basic earnings per common share:
Adjusted net income (loss) available to common shareholders before extraordinary loss		$	(4.46	)	$	0.19		$	(2.56	)
	Goodwill impairment charge, net		—			—			2.69
	Goodwill amortization, net		0.27			0.21			—

Adjusted basic earnings (loss) per share available to common stockholders		$	(4.19	)	$	0.40		$	0.13

Diluted earnings per common share:
Adjusted net income (loss) available to common shareholders before extraordinary loss		$	(4.46	)	$	0.19		$	(2.54	)
	Goodwill impairment charge, net		—			—			2.67
	Goodwill amortization, net		0.27			0.21			—

Adjusted diluted earnings (loss) per share available to common stockholders		$	(4.19	)	$	0.40		$	0.13

Earnings per common share:
Basic earnings per common share:
Reported net (loss) income available to common stockholders		$	(4.46	)	$	0.19		$	(2.65	)
	Goodwill impairment charge, net		—			—			2.69
	Goodwill amortization, net		0.27			0.21			—

Adjusted basic earnings (loss) per share available to common stockholders		$	(4.19	)	$	0.40		$	0.04

Diluted earnings per common share:
Reported net (loss) income available to common stockholders		$	(4.46	)	$	0.19		$	(2.63	)
	Goodwill impairment charge, net		—			—			2.67
	Goodwill amortization, net		0.27			0.21			—

Adjusted diluted earnings (loss) per share available to common stockholders		$	(4.19	)	$	0.40		$	0.04

F-20

(b) SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets

The Company adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets as of May 1, 2002. Among other things, this standard requires that the assets and liabilities of a disposal group held for sale (including those of discontinued operations) be presented separately in the asset and liability sections, respectively, of the balance sheet. The standard also requires reclassification of such items in prior periods if such financial statements are presented for comparative purposes.

(c): FASB Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others

In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN 45"). FIN 45 clarifies the requirement of FASB No. 5, Accounting for Contingencies, relating to a guarantor's accounting for, and disclosure of, the issuance of certain types of guarantees. It requires a guarantor to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of FIN 45 are effective on a prospective basis to guarantees issued or modified after December 31, 2002. The Company has no guarantees as of April 30, 2003, but will record the fair value of future material guarantees, if any.

4. BUSINESS COMBINATIONS

On December 14, 1999, the Company consummated its acquisition of KTI, a publicly traded solid waste handling company. KTI specializes in solid waste disposal and recycling, and operates manufacturing facilities utilizing recycled materials. All of KTI's common stock was acquired in exchange for 7,152,157 shares of Class A Common Stock.

In addition to the above, the Company also acquired 13, four and eight solid waste hauling, landfill disposal or material recycling operations in fiscal years 2001, 2002 and 2003, respectively, in transactions accounted for as purchases. Accordingly, the operating results of these businesses are included in the accompanying consolidated statements of operations from the dates of acquisition, and the purchase prices have been allocated to the net assets acquired based on fair values at the dates of acquisition, with the residual amounts allocated to goodwill. Management does not believe the final purchase price allocation will produce materially different results than reflected herein.

The purchase prices allocated to those net assets acquired were as follows:

	April 30,
	2001			2002		2003
Current assets	$	644		$	60	$	525
Property, plant and equipment		2,671			5,821		21,025
Goodwill		18,568			1,380		5,253
Intangible assets		701			116		953
Current liabilities		(4	)		—		(1,160	)
Other non-current liabilities		—			—		(5,660	)

Total consideration	$	22,580		$	7,377	$	20,936

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The following unaudited pro forma combined information shows the results of the Company's operations for the fiscal years 2002 and 2003 as though each of the acquisitions completed in the fiscal years 2002 and 2003 had occurred as of May 1, 2001.

	Fiscal Year
	2002		2003
Revenues	$	438,688	$	435,387
Operating income (loss)	$	41,306	$	34,988
Net (loss) income available to common stockholders	$	4,555	$	(62,922	)
Diluted pro forma net (loss) income per common share	$	0.19	$	(2.63	)
Weighted average diluted shares outstanding		24,169		23,904

The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisitions taken place or the results of future operations of the Company. Furthermore, the pro forma results do not give effect to all cost savings or incremental costs that may occur as a result of the integration and consolidation of the completed acquisitions.

5. RESTRICTED CASH

Restricted cash consists of cash held in trust on deposit with various banks as collateral for the Company's financial obligations relative to its self-insurance claims liability as well as landfill closure and post-closure costs and other facilities' closure costs. Cash is also restricted by specific agreement for facilities' maintenance and other purposes.

A summary of restricted cash is as follows:

	April 30, 2002						April 30, 2003
	Short Term		Long Term		Total		Short Term		Long Term		Total
Insurance	$	10,144	$	—	$	10,144	$	10,715	$	—	$	10,715
Landfill closure		91		2		93		73		—		73
Facility maintenance and operations		50		—		50		51		—		51
Other		1		—		1		—		—		—

Total	$	10,286	$	2	$	10,288	$	10,839	$	—	$	10,839

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at April 30, 2002 and 2003 consist of the following:

	April 30,
	2002		2003
Land	$	10,290	$	10,499
Landfills		115,505		148,029
Buildings and improvements		51,717		53,369
Machinery and equipment		147,840		155,784
Rolling stock		84,922		94,345
Containers		40,488		41,983

		450,762		504,009
Less—Accumulated depreciation and amortization		163,556		201,681

	$	287,206	$	302,328

F-22

Depreciation expense for the fiscal years 2001, 2002 and 2003 was $35,461, $32,397 and $33,042, respectively. Landfill amortization expense for the fiscal years 2001, 2002 and 2003 was $7,897, $10,333 and $13,257.

7. INTANGIBLE ASSETS

Intangible assets at April 30, 2002 and 2003 consist of the following:

	April 30,
	2002		2003
Goodwill	$	240,099	$	177,704
Covenants not to compete		14,447		14,963
Customer lists		428		688

		254,974		193,355
Less: accumulated amortization		31,331		30,659

	$	223,643	$	162,696

Intangible amortization expense for the fiscal years 2001, 2002 and 2003 was $10,053, $7,982 and $1,631, respectively.

8. NET ASSETS UNDER CONTRACTUAL OBLIGATION

Effective September 30, 2002, the Company transferred its export brokerage operations to former employees, who had been responsible for managing that business. Consideration for the transaction was in the form of two notes receivable amounting to $5,460. These notes are payable within five years of the anniversary date of the transaction to the extent of free cash flow generated from the operations. The Company has not accounted for this transaction as a sale based on an assessment that the risks and other incidents of ownership have not sufficiently transferred to the buyer. The net assets of the operation are disclosed in the balance sheet as "net assets under contractual obligation", and will be reduced as payments are made.

9. ACCRUED CLOSURE AND POST CLOSURE

Accrued closure and post-closure costs include the current and non-current portion of costs associated with obligations for closure and post-closure of our landfills. We estimate our future closure and post-closure costs in order to determine the closure and post-closure expense per ton of waste placed into each landfill as further described in Note 1(l) to the consolidated financial statements. The anticipated timeframe for paying these costs varies based on the remaining useful life of each landfill, as well as the duration of the post-closure monitoring period. The changes to accrued closure and post-closure liabilities are as follows:

	Years Ended April 30,
	2001			2002			2003
Balance, beginning of year	$	12,276		$	17,230		$	24,772
Charged to operating expense		5,917			6,665			8,400
Spending applied against the accrual (1)		(675	)		(408	)		(9,164	)
Acquisitions and other adjustments (2)		(288	)		1,285			1,941

Balance, end of year	$	17,230		$	24,772		$	25,949

(1): Spending levels increased in fiscal year 2003 mainly due to closure activities at our Woburn, Massachusetts and Pine Tree, Maine landfills.

F-23

(2): In fiscal year 2002, we recorded additional post-closure accruals relating to one of our construction and demolition landfills. In fiscal year 2003, we recorded closure and post closure accruals relating to the Hardwick landfill acquisition.

10. OTHER ACCRUED LIABILITIES

Other accrued liabilities at April 30, 2002 and 2003 consist of the following:

	April 30,
	2002		2003
Interest rate swap obligation	$	8,225	$	551
Self insurance reserve		5,491		7,730
Other accrued liabilities		10,112		7,381

Total other accrued liabilities	$	23,828	$	15,662

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11. LONG-TERM DEBT

Long-term debt as of April 30, 2002 and 2003 consists of the following:

	April 30, 2002		April 30, 2003
Advances on senior secured revolving credit facility (the "old revolver") which provided for advances of up to $280,000, bearing interest at LIBOR plus 2.50%, collateralized by substantially all of the assets of the Company	$	156,800	$	—
Advances on senior secured delayed draw term "B" Loan (the "old term loan") bearing interest at LIBOR plus 3.75%. This loan was collateralized by substantially all of the assets of the Company		119,300		—
Senior subordinated notes, due February 1, 2013, 9.75%, interest payable semiannually, unsecured and unconditionally guaranteed		—		150,000
Senior secured term loan (the "new term loan") due January 24, 2010, bearing interest at LIBOR plus 3.25% (approximately 4.56% at April 30, 2003 based on three month LIBOR), with principal payments of $1,500 per year, beginning in fiscal 2004 with the remaining principal balance due at maturity. This loan is collateralized by substantially all of the assets of the Company		—		150,000
Senior secured revolving credit facility (the "new revolver"), which provides for advances of up to $175,000, due January 24, 2008, bearing interest at LIBOR plus 3.00%, (approximately 4.31% at April 30, 2003 based on three month LIBOR). This loan is collateralized by substantially all of the assets of the Company		—		—
Notes payable in connection with businesses acquired, bearing interest at rates of 0% — 12.5%, due in monthly, quarterly or annual installments varying to $42, expiring March 2004 through May 2009		1,797		2,460
Subordinated, convertible notes payable in connection with business acquired, bearing interest at 7.5%, due in monthly installments varying to $48, expiring on March 15, 2003.		2,419		—
Notes payable in connection with businesses acquired, bearing interest at 0%, discounted at 4.74% to 5.5%, due in monthly and annual installments varying to $1,000 through April 2005		3,665		4,463

		283,981		306,923
Less—current maturities		6,436		4,534

	$	277,545	$	302,389

On January 24, 2003, the Company issued $150,000 of 9.75% senior subordinated notes (the "notes"), due 2013. The senior subordinated note agreement contains covenants that restrict dividends, stock repurchases and other payments, and limits the incurrence of debt and issuance of preferred stock subject to the Company meeting a minimum consolidated fixed charge ratio. The notes are guaranteed jointly and severally, fully and unconditionally by the Company and its significant subsidiaries.

On February 11, 2003, the Company filed a registration statement on Form S-4 with the Securities and Exchange Commission relating to an exchange offer pursuant to which senior subordinated notes (the "exchange notes") identical in terms and in principal amount to the notes issued on January 24, 2003 (the "old notes") would be issued in exchange for the old notes. The exchange notes, when issued, would be freely transferable under the Securities Act of 1933, as amended. The Securities and Exchange Commission is reviewing the registration statement. Following the effectiveness of the registration statement, the Company will conduct an exchange offer whereby each holder of the old

F-25

notes would be given an opportunity to exchange the old notes held by it for exchange notes which are equal in principal amount to the old notes surrendered. Because the registration statement was not declared effective by the Securities and Exchange Commission by July 23, 2003, the Company is incurring liquidated damages until the registration statement is declared effective.

Concurrently with the issuance of the notes, the Company entered into a new senior credit facility consisting of the new term loan in the aggregate principal amount of $150,000 and the new revolver in the aggregate principal amount of $175,000. The Company, under certain circumstances, has the option of increasing the new term loan or the new revolver by an additional $50,000. The gross proceeds of the notes offering and initial borrowings under the Company's new term loan were used to repay all outstanding indebtedness under the old term loan and the old revolver.

Further advances were available under the old revolver and new revolver in the amount of $83,276 and $141,586 as of April 30, 2002 and 2003, respectively. These available amounts are net of outstanding irrevocable letters of credit totaling $39,923 and $33,414 as of April 30, 2002 and 2003. As of April 30, 2002 and 2003 no amounts had been drawn under the outstanding letters of credit.

The new term loan and revolving credit facility agreement contains covenants that may limit our activities, including covenants that restrict dividends and stock repurchases, limit capital expenditures, and set minimum net worth and profitability requirements and interest coverage and leverage ratios. As of April 30, 2003, we considered the profitability covenant, which requires our cumulative adjusted net income for any two consecutive quarters to be positive, to be the most restrictive. As of April 30, 2003, we were in compliance with this covenant as we reported consolidated adjusted net income of $1.5 million for the six months ended April 30, 2003. Consolidated adjusted net income is defined by the credit facility agreement. In accordance with such definition, consolidated net income, determined in accordance with generally accepted accounting principles, is adjusted for elimination of certain nonrecurring charges, extraordinary gains, income from discontinued operations and non-cash income attributable to equity investments.

The Company recorded an extraordinary loss of $2,170 (net of income tax benefit of $1,479) as a result of the write-off of deferred financing costs related to the old term loan and the old revolver.

The Company has entered into interest rate swap agreements to balance fixed and floating rate debt interest risk in accordance with management's criteria. The agreements are contracts to exchange fixed and floating interest rate payments periodically over a specified term without the exchange of the underlying notional amounts. The agreements provide only for the exchange of interest on the notional amounts at the stated rates, with no multipliers or leverage. Differences paid or received over the life of the agreements are recorded in the consolidated financial statements as additions to or reductions of interest expense on the underlying debt.

The Company terminated five interest rate swaps concurrent with the issuance of the notes and entering into its new senior credit facility. These derivatives were accounted for as cash flow hedges pursuant to SFAS 133 and were designated to interest payments under the previous credit facility. At April 30, 2002, the fair value of these swaps was $8,225. The early termination costs associated with the unwind of these swaps amounted to $1,296 which is included in other expense/(income), net in the consolidated statements of operations. The Company entered into new interest rate swap agreements as cash flow hedges for the new senior credit facility. As of April 30, 2003, interest rate swap agreements in notional amounts and with terms as set forth in the following table were outstanding:

Bank		Notional Amounts			Receive		Pay		Range of Agreement
Bank A		$	26,500		LIBOR		2.434	%	February 2003 to February 2006
Bank B		$	26,500		LIBOR		2.450	%	February 2003 to February 2006

The fair value of the swaps is estimated at a loss of $551 as of April 30, 2003.

F-26

As of April 30, 2003, debt matures as follows:

Fiscal Year
2004	$	4,534
2005		4,482
2006		1,809
2007		1,717
2008		1,555
Thereafter		292,826

	$	306,923

12. COMMITMENTS AND CONTINGENCIES

(a) Leases

The following is a schedule of future minimum lease payments, together with the present value of the net minimum lease payments under capital leases, as of April 30, 2003.

	Operating Leases		Capital Leases
Fiscal Year
2004	$	3,965	$	1,488
2005		3,556		739
2006		3,313		503
2007		2,849		539
2008		2,212		494
Thereafter		4,261		41

Total Minimum Lease Payments	$	20,156		3,804

Less—amount representing interest				548

				3,256
Less—current maturities of capital lease obligations				1,287

Present value of long term capital lease obligations			$	1,969

The Company leases real estate, compactors and hauling vehicles under leases that qualify for treatment as capital leases. The assets related to these leases have been capitalized and are included in property and equipment at April 30, 2002 and 2003.

The Company leases operating facilities and equipment under operating leases with monthly payments varying to $47.

Total rent expense under operating leases charged to operations was $3,087, $5,787 and $4,955 for each of the fiscal years 2001, 2002 and 2003, respectively.

(b) Investment in Waste to Energy Facilities

The Company owns a 100% interest in Maine Energy, which utilizes non-hazardous solid waste as the fuel for the generation of electricity. Maine Energy sells the electricity it produces to Central Maine Power ("Central Maine") pursuant to a long-term power purchase agreement. Under this agreement, Maine Energy has agreed to sell energy to Central Maine through May 31, 2007 at an initial rate of 7.18 cents (determined in 1996) per kilowatt-hour ("kWh"), which escalates annually by

F-27

2% (8.53 cents per kWh as of April 30, 2003). From June 1, 2007 until December 31, 2012, Maine Energy is to be paid the then current market value for both its energy and capacity by Central Maine.

If, in any year, Maine Energy fails to produce 100,000,000 kWh of electricity and Maine Energy does not have a force majeure defense, such as physical damage to the plant or other similar events, Maine Energy must pay approximately $3,750 to Central Maine as liquidated damages. This payment obligation is secured by a letter of credit with a bank. Additionally, if, in any year, Maine Energy fails to produce 15,000,000 kWh of electricity and Maine Energy does not have a force majeure defense, Maine Energy must pay the balance of the letter of credit to Central Maine as liquidated damages. The balance of the letter of credit at April 30, 2003 was $18,750.

Maine Energy produced and sold 158,075,200 kWh, 159,006,000 kWh and 153,547,000 kWh of electricity to Central Maine in the fiscal years ended April 30, 2003, 2002 and 2001, respectively, thereby meeting its kWh requirements under the power purchase agreement.

Under the terms of a waste handling agreement between certain municipalities and Maine Energy, the latter is obligated to make a payment at the point in time that Maine Energy pays off its debt obligations (as defined), currently estimated to occur in 2008, or upon the consummation of an outright sale of Maine Energy. The obligation has been estimated by management at $9,700. Management believes the possibility of material loss in excess of this amount is remote.

Additionally, from December 1999 until July 31, 2001, the Company owned 100% of Timber Energy Resources, Inc. ("Timber Energy"). Timber Energy uses biomass waste as its source of fuel to be combusted for the generation of electricity. Timber Energy also operates two wood processing facilities. Timber Energy sells the electricity that it generates to Florida Power Corporation ("Florida Power"), a local electric utility, under a power purchase agreement. Under the terms of the power purchase agreement, Florida Power has agreed to purchase all of the electricity generated by Timber Energy. Timber Energy was sold effective July 31, 2001.

In the normal course of its business and as a result of the extensive governmental regulation of the waste industry, the Company may periodically become subject to various judicial and administrative proceedings involving Federal, state or local agencies. In these proceedings, an agency may seek to impose fines on the Company or to revoke, or to deny renewal of, an operating permit held by the Company. In addition, the Company may become party to various claims and suits pending for alleged damages to persons and property, alleged violation of certain laws and for alleged liabilities arising out of matters occurring during the normal operation of the waste management business.

During fiscal year 2002, the Company settled four lawsuits all of which had been previously provided for, thus having no effect on the Company's financial position.

In July 1996, Clinton County, New York entered into a privatization agreement with Casella for Casella to run the County's solid waste management system (the "System") as a private enterprise, including operations at both the existing unlined landfill, as well as newly constructed lined landfill areas. During the period of November 21, 1996 to October 9, 1997, we performed certain closure activities and installed a cut-off wall at the unlined portion of the landfill. On or about April 1999, the New York State Department of Labor alleged that we should have paid prevailing wages in connection with the labor associated with such activities related to the unlined landfill. The DOL is attempting to apply the prevailing wage provisions of Labor Law § 220 to Casella's construction activities at the unlined portion of the Clinton County landfill, to include (1) cap construction at the unlined landfill; (2) construction of the "Casella Barrier Wall," which the New York State Department of Environment Conservation (the "DEC") required as a precondition to permitting the Phase III expansion of the Lined Landfill; and (3) construction of the "County Barrier Wall," which the DEC required as a

F-28

corrective measure to control the historical contamination. We have disputed the allegations and a hearing on only the liability issue was held on September 16, 2002. Since the hearing did not address damages, relevant payroll documents have not been fully reviewed by either party. Accordingly, neither side is in a position to estimate wage amounts that might be payable in the event the hearing officer finds that Casella is liable for the payment of such prevailing wages. In addition, any such estimate will differ depending on whether any liability ruling applies to some or all of the activities described above; and whether it would apply only to activities of Casella or to all subcontractors as well. In November 2002, both sides submitted proposed findings of fact and conclusions of law. The hearing officer is expected to make a recommendation to the Department of Labor commissioner during the summer of 2003 on the liability issue. We continue to explore settlement possibilities with the State. We believe that we have meritorious defenses to these claims. Although a loss as a result of these claims is reasonably possible, we cannot estimate a range of reasonably possible losses at this time.

The Company is a defendant in certain other lawsuits alleging various claims incurred in the ordinary course of business, none of which, either individually or in the aggregate, the Company believes are material to its financial condition, results of operations or cash flows.

(d) Environmental Liability

The Company is subject to liability for any environmental damage, including personal injury and property damage, that its solid waste, recycling and power generation facilities may cause to neighboring property owners, particularly as a result of the contamination of drinking water sources or soil, possibly including damage resulting from conditions existing before the Company acquired the facilities. The Company may also be subject to liability for similar claims arising from off-site environmental contamination caused by pollutants or hazardous substances if the Company or its predecessors arrange to transport, treat or dispose of those materials. Any substantial liability incurred by the Company arising from environmental damage could have a material adverse effect on the Company's business, financial condition and results of operations. The Company is not presently aware of any situations that it expects would have a material adverse impact on the results of operations or financial condition.

(e) Employment Contracts

The Company has entered into employment contracts with four of its senior officers. Two contracts are dated December 8, 1999, while the other two are dated June 18, 2001 and July 20, 2001, respectively. Each contract has a three-year term and a two-year covenant not to compete from the date of termination. These contracts automatically extend for a one year period at the end of the initial term and any renewal period. Total annual commitments for salaries under these contracts are $1,085. In the event of a change in control of the Company, or in the event of involuntary termination without cause, the employment contracts provide for a payment ranging from one to three years of salary and bonuses.

F-29

13. PREFERRED STOCK

The Company is authorized to issue up to 1,000,000 shares of preferred stock in one or more series. As of April 30, 2002 and 2003, the Company had 55,750 shares authorized, issued and outstanding of Series A Redeemable Convertible Preferred Stock issued at $1,000 per share. These shares are convertible into Class A common stock, at the option of the holders, at $14 per share. Dividends are cumulative at a rate of 5%, compounded quarterly. The Company has the option to redeem the preferred stock for cash at any time after three years at a price giving the holder a defined yield, but must redeem the shares by the seventh anniversary date at liquidation value, which equals original cost, plus accrued but unpaid dividends, if any. Pursuant to the stock agreement, acceleration of the liquidation provisions would occur upon change in control of the Company.

During the fiscal years 2001, 2002 and 2003, the Company accrued $1,970, $3,010 and $3,094 of dividends, respectively, which are included in the carrying value of the preferred stock in the accompanying consolidated balance sheets.

14. STOCKHOLDERS' EQUITY

(a) Common Stock

The holders of the Class A Common Stock are entitled to one vote for each share held. The holders of the Class B Common Stock are entitled to ten votes for each share held, except for the election of one director, who is elected by the holders of the Class A Common Stock exclusively. The Class B Common Stock is convertible into Class A Common Stock on a share-for-share basis at the option of the shareholder.

(b) Stock Warrants

At April 30, 2002 and 2003, there were outstanding warrants to purchase 227,530 and 122,498 shares, respectively, of the Company's Class A Common Stock at exercise prices between $0.01 and $43.63 per share, based on the fair value of the underlying common stock at the time of the warrants' issuance. The warrants are exercisable and expire at varying times through November 2008.

During 1993, the Company adopted an incentive stock option plan for officers and other key employees. The 1993 Incentive Stock Option Plan (the "1993 Option Plan") provided for the issuance of a maximum of 300,000 shares of Class A Common Stock. As of April 30, 2002 and 2003, options to purchase 15,000 shares of Class A common stock were outstanding at a weighted average exercise price of $4.61. No further options may be granted under this plan.

During 1994, the Company adopted a non-statutory stock option plan for officers and other key employees. The 1994 Stock Option Plan (the "1994 Option Plan") provided for the issuance of a maximum of 150,000 shares of Class A Common Stock. As of April 30, 2002 and 2003, options to purchase 15,000 shares of Class A common stock at a weighted average exercise price of $0.60 were outstanding under the 1994 Option Plan. No further options may be granted under this plan.

In May 1994, the Company also established a nonqualified stock option pool for certain key employees. The plan, which was not approved by stockholders, established 338,000 stock options to purchase Class A common stock. As of April 30, 2002, options to purchase 264,000 shares of Class A common stock were outstanding at a weighted average exercise price of $2.00. As of April 30, 2003, options to purchase 255,000 shares of Class A common stock were outstanding at a weighted average exercise price of $2.00. No further options may be granted under this plan.

F-30

During 1996, the Company adopted a stock option plan for employees, officers and directors of, and consultants and advisors to the Company. The 1996 Stock Option Plan (the "1996 Option Plan") provided for the issuance of a maximum of 918,135 shares of Class A Common Stock pursuant to the grant of either incentive stock options or non-statutory options. As of April 30, 2002, a total of 320,238 options to purchase Class A Common Stock were outstanding at a weighted average exercise price of $11.76. As of April 30, 2003, a total of 299,531 options to purchase Class A common Stock were outstanding at an average exercise price of $11.89. No further options may be granted under this plan.

On July 31, 1997, the Company adopted a stock option plan for employees, officers and directors of, and consultants and advisors to the Company. The Board of Directors has the authority to select the optionees and determine the terms of the options granted. The 1997 Stock Option Plan (the "1997 Option Plan") provides for the issuance of 5,328,135 shares of Class A Common Stock pursuant to the grant of either incentive stock options or non-statutory options, which includes all authorized, but unissued options under previous plans. As of April 30, 2002, options to purchase 3,404,628 shares of Class A Common Stock at an average exercise price of $13.81 were outstanding under the 1997 Option Plan. As of April 30, 2003, options to purchase 3,547,628 shares of Class A Common Stock at a weighted average exercise price of $13.58 were outstanding under the 1997 Option Plan. As of April 30, 2003, 614,475 options were available for future grant under the 1997 Option Plan.

Additionally, options outstanding under the assumed KTI Stock Option Plan totaled 123,992 and 81,586 at April 30, 2002 and 2003, respectively, at weighted average exercise prices of $23.18 and $22.42, respectively. Upon assumption of this plan, entitled optionees under the KTI plan received one option to acquire one share of the Company's stock for every option held. The exercise price of the converted options was increased by 96.1% based on relative fair values of the underlying stock at the date of the KTI acquisition.

On July 31, 1997, the Company adopted a stock option plan for non-employee directors of the Company. The 1997 Non-Employee Director Stock Option Plan provides for the issuance of a maximum of 200,000 shares of Class A Common Stock pursuant to the grant of non-statutory options. As of April 30, 2002 and 2003, options to purchase 94,000 shares of Class A Common Stock at a weighted average exercise price of $14.12 and 139,000 shares of Class A Common Stock at a weighted average exercise price of $11.36, respectively, were outstanding. As of April 30, 2003, 57,000 options were available for future grant under the 1997 Non-Employee Director Stock Option Plan.

On July 2, 2001, the Company offered its employees, other than executive officers, the opportunity to ask the Company to exchange options having an exercise price of $12.00 or more per share. For every two eligible options surrendered, the participating option holders received one new option on February 4, 2002 at an exercise price of $12.75, which was equal to the closing price of a common share as quoted by NASDAQ on that day. 666,315 options were surrendered for exchange under the offering resulting in 333,158 options being granted to participants.

Options generally vest over a one to three year period from the date of grant and are granted at prices at least equal to the prevailing fair market value at the issue date. In general, options are issued with a life not to exceed ten years.

F-31

Stock option activity for the fiscal years 2001, 2002 and 2003 is as follows:

	Number of Options		Weighted Average Exercise Price
Outstanding, April 30, 2000	3,916,740			19.78
Granted	1,929,060			9.26
Terminated	(433,148	)		(24.62	)
Exercised	(3,000	)		(8.69	)

Outstanding, April 30, 2001	5,409,652			15.65
Granted	710,565			13.09
Surrendered under Exchange Program	(666,315	)		(27.77	)
Terminated	(802,009	)		(20.56	)
Exercised	(415,035	)		(7.87	)

Outstanding, April 30, 2002	4,236,858			13.09
Granted	225,000			8.30
Terminated	(83,406	)		(19.06	)
Exercised	(25,707	)		(5.28	)

Outstanding, April 30, 2003	4,352,745		$	12.77

Exercisable, April 30, 2001	4,071,188		$	16.44

Exercisable, April 30, 2002	3,811,775		$	13.27

Exercisable, April 30, 2003	3,982,129		$	13.06

Set forth below is a summary of options outstanding and exercisable as of April 30, 2003:

	Options Outstanding
	Options Outstanding				Options Exercisable
		Weighted Average Remaining Contractual Life (Years)			Options Exercisable
Range of Exercise Price	Number of Outstanding Options	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price		Number of Exercisable Options	Weighted Average Exercise Price
$.60—$2.00	270,000	1.1	$	1.92	270,000	$	1.92
$4.61—$8.69	1,384,420	5.8		8.24	1,214,253		8.33
$9.56—$18.00	2,077,313	6.1		13.43	1,876,864		13.64
$18.01—$27.00	400,310	5.6		22.66	400,310		22.66
Over $27.00	220,702	1.0		30.33	220,702		30.33

Totals	4,352,745	5.4	$	12.77	3,982,129	$	13.06

The weighted average grant date fair value of options granted during the fiscal years 2001, 2002 and 2003 is $7.28, $7.06 and $8.30, respectively.

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15. RESTRUCTURING

In April 2001, the Company's Board of Directors approved a reorganization of certain of the Company's operations. This reorganization consisted of the elimination of various positions and the closure of certain facilities. The following items were charged to earnings during 2001:

Severance	$	3,786
Facility closures		365

	$	4,151

Severance related to the termination of 19 employees, primarily in management and administration, as well as three officers of the Company. Facility closures include the costs of closing two transfer stations.

During fiscal year 2002, the reversal of various prior year restructuring expenses netted with fiscal year 2002 restructuring charges of $254, amounted to ($438).

During fiscal year 2003, $37 was charged against the accrual. The remaining balance included in other accrued liabilities in the accompanying April 30, 2003 balance sheet amounts to $0.

16. EMPLOYEE BENEFIT PLANS

The Company offers its eligible employees the opportunity to contribute to a 401(k) plan. The Company may contribute up to 500 dollars per individual per calendar year. Participants vest in employer contributions ratably over a three-year period. Employer contributions for the fiscal years 2001, 2002 and 2003 amounted to $434, $406 and $368, respectively.

In January 1998, the Company implemented its Employee Stock Purchase Plan. Under this plan, qualified employees may purchase shares of Class A Common Stock by payroll deduction at a 15% discount from the market price. 600,000 shares of Class A Common Stock have been reserved for this purpose. During the fiscal years 2001, 2002 and 2003, 29,287, 30,904 and 27,633 shares, respectively, of Class A Common Stock were issued under this plan.

17. INCOME TAXES

The provision (benefit) for income taxes from continuing operations for the fiscal years 2001, 2002 and 2003 consists of the following:

		April 30,
		2001			2002			2003
Federal—
	Current	$	(1,036	)	$	(1,639	)	$	22
	Deferred		(9,029	)		8,458			448
	Deferred benefit of loss carryforwards		(5,721	)		(4,049	)		1,970

			(15,786	)		2,770			2,440

State—
	Current		(829	)		565			871
	Deferred		(2,686	)		2,803			1,884
	Deferred benefit of loss carryforwards		(1,142	)		(1,027	)		97

			(4,657	)		2,341			2,852

Total		$	(20,443	)	$	5,111		$	5,292

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The differences in the provision (benefit) for income taxes and the amounts determined by applying the Federal statutory rate to income before provision (benefit) for income taxes for the years ended April 30, 2001, 2002 and 2003 are as follows:

	Fiscal Year
	2001			2002			2003
Federal statutory rate		35	%		35	%		35	%
Tax at statutory rate	$	(39,900	)	$	5,529			4,032
State income taxes, net of federal benefit		(3,027	)		1,523			1,847
Non-deductible impairment charge		12,825			—			568
Non-deductible goodwill		1,155			1,052			—
Losses on business dispositions		—			(2,072	)		849
Equity in loss of unconsolidated entities		6,390			(390	)		—
Decrease in valuation allowance		—			—			(3,173	)
Other, net		2,114			(531	)		1,169

	$	(20,443	)	$	5,111		$	5,292

Deferred income taxes reflect the impact of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes.

Deferred tax assets and liabilities consist of the following at April 30, 2002 and 2003:

			April 30,
			2002			2003
Deferred tax assets:
	Accrued expenses and reserves		$	14,291		$	11,243
	Basis difference in partnership interests			5,532			—
	Amortization of intangibles			8,833			102
	Unrealized loss on securities			3,727			19
	Gain on business dispositions			—			757
	Capital loss carryforward			1,900			—
	Net operating loss carryforwards			38,672			45,385
	Alternative minimum tax credit carryforwards			672			672
	Other			1,534			1,422

		Total deferred tax assets		75,161			59,600
		Less: valuation allowance		(28,512	)		(24,696	)

		Total deferred tax assets after valuation allowance		46,649			34,904

Deferred tax liabilities:
	Accelerated depreciation of property and equipment			(35,676	)		(33,181	)
	Basis difference in partnership interests			—			(1,487	)
	Other			(1,558	)		(1,434	)

		Total deferred tax liabilities		(37,234	)		(36,102	)

		Net deferred tax asset (liability)	$	9,415		$	(1,198	)

At April 30, 2003, the Company has for income tax purposes Federal net operating loss carryforwards of approximately $108,146 that expire in years 2005 through 2023 and state net operating loss carryforwards of approximately $91,887 that expire in years 2004 through 2023. Substantial limitations restrict the Company's ability to utilize certain Federal and state loss carryforwards. Due to

F-34

uncertainty of the utilization of the carryforwards, no tax benefit has been recognized for approximately $49,457 of the Federal net operating loss carryforwards and $79,923 of the state net operating loss carryforwards. In addition, the Company has approximately $672 minimum tax credit carryforward available that is not subject to limitation.

The $3,816 net decrease in the valuation allowance is due to the decrease in the basis difference for the investment in New Heights, the elimination of the capital loss carryforward, and the expiration of certain state loss carryforwards, partially offset by an increased valuation allowance for Federal and state loss carryforwards.

The valuation allowance includes $15,556 related to losses acquired through acquisitions. To the extent that future realization of such carryforwards exceeds the Company's current estimates, additional benefits received will be recorded as a reduction of goodwill. In assessing the realizability of carryforwards and other deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company adjusts the valuation allowance in the period management determines it is more likely than not that deferred tax assets will or will not be realized.

18. DISCONTINUED OPERATIONS, ASSETS HELD FOR SALE, DIVESTITURES, IMPAIRMENT CHARGE AND EXTRAORDINARY ITEM

Discontinued Operations:

At the end of fiscal year 2001, the Company adopted a formal plan to dispose of its tire processing, commercial recycling and mulch recycling businesses (herein "discontinued businesses"). The Company is accounting for these planned dispositions in accordance with APB Opinion No. 30, and accordingly the discontinued businesses are carried at estimated net realizable value less costs to be incurred through date of disposition.

For the fiscal year 2001, the estimated loss on the disposal of the discontinued operations of $2,657, net of income tax benefit of $274, represents the estimated loss on the disposal of the assets of the discontinued operations and includes costs to sell, estimated loss on sale and a provision for losses during the phase-out period.

A summary of the operating results of the discontinued operations is as follows:

	Fiscal Year
	2001
Revenues	$	30,047
(Loss) income before income taxes		(5,199	)
(Benefit) provision for income taxes		(1,069	)

Net (loss) income from discontinued operations	$	(4,130	)

The Company has included approximately $9,911 of intercompany sales of recyclables from the commercial recycling business to the brokerage business in loss on discontinued operations for the fiscal year 2001. Intercompany sales of recyclables from the commercial recycling business to the brokerage business amounted to $1,323 and $0 for fiscal years 2002 and 2003, respectively.

The mulch recycling business was sold effective June 30, 2001. The Company's tire processing business was sold in September 2001 for cash consideration of $13,745. The Company retained a 19.9% interest in the new venture, which was valued at $3,080. The Company is accounting for its retained investment under the cost method. The commercial recycling center in Newark, New Jersey was sold effective April 18, 2002.

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Actual operating results of discontinued businesses for the fiscal year 2002 exceeded the original estimate by $599 (net of income tax provision of $408), and the actual loss on the sale of assets exceeded the estimate by $4,695 (net of income tax benefit of $565). Accordingly, the accompanying income statement for the year ended April 30, 2002 includes an additional loss on disposal of discontinued operations of $4,096.

In the fourth quarter of fiscal 2003, the Company entered into negotiations with employees for the transfer of its domestic brokerage operations and a commercial recycling business. The transaction was completed in June 2003. The commercial recycling business had been accounted for as a discontinued operation since fiscal 2001. Due to the nature of the transaction, the Company could not retain discontinued accounting treatment for this operation. Therefore, the commercial recycling business' operating results have been reclassified from discontinued to continuing operations for fiscal 2001, 2002 and 2003. In fiscal 2001, estimated future losses from this operation were recorded and classified as losses from discontinued operations. This amount has been reclassified and offset against actual losses from operations in fiscal 2001, 2002 and 2003.

Net Assets Held for Sale:

The Company had identified for sale certain other businesses which were classified as net assets held for sale as of April 30, 2001. These included its Timber Energy business and its one remaining plastics recycling facility.

On May 17, 2001, the plastics recycling business was sold for approximately $998 in total consideration. The consideration consisted of $406 in cash and $592 in notes.

On July 31, 2001, the Timber Energy business was sold for approximately $15,000 in total consideration. The consideration comprised the buyer's assumption of debt, reimbursement of restricted cash funds, and a working capital adjustment, resulting in $10,691 cash.

As discussed above, in June 2003, the Company transferred a commercial recycling business to former employees. The net assets of the commercial recycling business were $(306) and $(1,280) as of April 30, 2002 and 2003, respectively.

Other Divestitures:

A portion of the Company's 50% interest in New Heights was sold in September 2001 for consideration of $250. The Company retained an interest of 9.95% in the tire assets of New Heights as well as financial obligations related solely to the New Heights' power plant. At April 30, 2001, the Company included $4,000, as its estimate of its future costs to be incurred at New Heights; as of April 30, 2003, $2,400 has been invested in New Heights. In addition, the Company has an interest in certain notes granted by New Heights collectively valued at approximately $9,000, payment of which is contingent upon settlement of litigation concerning the cancellation of a fixed price power contract. The Company has not recorded a receivable in respect of these notes, as the timing of such settlement is uncertain; a favorable summary judgment has been received but final court appeal resolution is not likely until fiscal year 2004. The Company is accounting for its retained investment under the cost method of accounting.

In October, 2001, the Company sold its Multitrade division for consideration of $6,893. The transaction resulted in a gain of $4,156 which is included in other (income)/expense, net.

In July, 2001, the Company sold its S&S Commercial division for consideration of $887. The transaction resulted in a gain of $692 which is included in other (income)/expense, net.

In April 2003, the Company sold its FCR Virginia division for consideration of $875. The transaction resulted in a gain of $684 which is included in other (income)/expense, net.

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Impairment Charge:

Prior to the adoption of SFAS 142, and in accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", the Company periodically reviewed its long-lived assets for impairment whenever events or changes in circumstances indicate that the remaining estimated useful life of such assets might warrant revision or that the balance may not be recoverable. The Company evaluated possible impairment by comparing estimated future cash flows, before interest expense and on an undiscounted basis, with the net book value of long-term assets including goodwill and other intangible assets. If undiscounted cash flows are insufficient to recover assets, further analysis is performed in order to determine the amount of the impairment. An impairment loss was then recorded equal to the amount by which the carrying amount of the assets exceeds their fair value. Fair value is usually determined based on the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. Prior to the adoption of SFAS 142, and in instances where goodwill is identified with assets that are subject to an impairment loss, the carrying amount of the identified goodwill is reduced before making any reduction to the carrying amounts of other long-lived assets.

As a result of the factors discussed above, during 2001, the Company recorded a charge of $79,687 to reduce certain assets (mainly goodwill arising from the acquisition of KTI, see Note 4), to their estimated fair value. In the fourth quarter of fiscal 2003, the Company recorded an impairment charge of $4,864 to adjust the book value of the the domestic brokerage and commercial recycling business to net realizable value.

Extraordinary Loss:

During fiscal year 2003, the Company recorded an extraordinary loss of $2,170 (net of income tax benefit of $1,479) in connection with the write-off of deferred financing costs related to the old term loan and the old revolver. This item will be reclassified to continuing operations upon adoption of SFAS No. 145.

19. EARNINGS PER SHARE

The following table sets forth the numerator and denominator used in the computation of earnings per share:

			Fiscal Year
			2001			2002			2003
Numerator:
	Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle		$	(93,558	)	$	10,687		$	6,228
	Less: preferred dividends			(1,970	)		(3,010	)		(3,094	)

	Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle available to common stockholders		$	(95,528	)	$	7,677		$	3,134

Denominator:
	Number of shares outstanding, end of period:
		Class A common stock		22,198			22,667			22,769
		Class B common stock		988			988			988
		Effect of weighted average shares outstanding during period		3			(159	)		(41	)

		Weighted average number of common shares used in basic EPS		23,189			23,496			23,716

		Impact of potentially dilutive securities:
		Dilutive effect of options, warrants and contingent stock		—			673			188

		Weighted average number of common shares used in diluted EPS		23,189			24,169			23,904

F-37

For the fiscal years 2001, 2002 and 2003, 5,389, 6,653 and 8,408, respectively, of potentially dilutive common stock related to options, convertible debt, warrants and redeemable convertible preferred stock, respectively, were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive.

20. RELATED PARTY TRANSACTIONS

(a) Services

During fiscal years 2001, 2002 and 2003, the Company retained the services of a related party, a company wholly owned by two of the Company's major stockholders and members of the Board of Directors (one of whom is also an officer), as a contractor in developing or closing certain landfills owned by the Company. Total purchased services charged to operations or capitalized to landfills for the fiscal years 2001, 2002 and 2003 were $3,870, $2,559 and $1,525, respectively, of which $0 and $28 were outstanding and included in accounts payable at April 30, 2002 and 2003, respectively.

(b) Leases

On August 1, 1993, the Company entered into two leases for operating facilities with a partnership in which two of the Company's major stockholders and members of the Board of Directors (one of whom is also an officer) are the general partners. The leases are classified as capital leases in the accompanying consolidated balance sheets. The leases call for monthly payments of approximately $21 and expired in April 2003. The leases were renewed effective May 1, 2003 for a term of 60 months. Total interest and depreciation expense charged to operations for fiscal years 2001, 2002 and 2003 under these agreements was $236, $204 and $196, respectively.

The Company has agreed to pay the cost of post-closure on a landfill owned by certain principal shareholders. The Company paid the cost of closing this landfill in 1992, and the post-closure maintenance obligations are expected to last until 2012. In the fiscal years 2001, 2002 and 2003, the Company paid $7, $6 and $8 respectively, pursuant to this agreement. As of April 30, 2002 and 2003, the Company has accrued $83 and $75 respectively, for costs associated with its post-closure obligations.

(d) Transfer Station Lease

In June 1994, the Company entered into a transfer station lease for a term of 10 years. The transfer station is owned by a current member of the Company's Board of Directors, who became a director upon the execution of the lease. Under the terms of the lease the Company agreed to pay monthly rent for the first five years at a rate of five dollars per ton of waste disposed of at the transfer station, with a minimum rent of $7 per month. Since June 1999, the monthly rent was lowered to a rate of two dollars per ton of waste disposed, with a minimum rent of $3 per month. Total lease payments for the fiscal years 2001, 2002 and 2003 were $55, $64 and $55, respectively.

(e) Employee Loans

As of April 30, 2002 and 2003, the Company has recourse loans to officers and employees outstanding in the amount of $1,105. The interest on these notes is payable upon demand by the company. The notes have no fixed repayment terms. Interest is at the Wall Street Journal Prime Rate (4.25% at April 30, 2003). Notes from officers consisted of $1,016 at April 30, 2002 and 2003 with the remainder being from employees of the Company.

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(f) Commodity Sales

The Company sells recycled paper products to its equity method investee, GreenFiber. Revenue from sales to GreenFiber amounted to $2,303 and $3,375 for fiscal years 2002 and 2003, respectively.

21. SEGMENT REPORTING

SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information about operating segments in financial statements. In general, SFAS No. 131 requires that business entities report selected information about operating segments in a manner consistent with that used for internal management reporting.

The Company classifies its operations into Eastern, Central, Western and FCR Recycling. The Company's revenues in the Eastern, Central and Western segments are derived mainly from one industry segment, which includes the collection, transfer, recycling and disposal of non-hazardous solid waste. The Eastern Region also includes Maine Energy, which generates electricity from non-hazardous solid waste. The Company's revenues in the FCR Recycling and brokerage segment are derived from integrated waste handling services, including processing and recycling of wood, paper, metals, aluminum, plastics and glass and brokerage of recycled materials. Ancillary operations, mainly residue recycling, major customer accounts and earnings from equity method investees, are included in Other.

	Eastern Region			Central Region		Western Region		Recycling			Other
Year Ended April 30, 2001
Outside revenues	$	158,754		$	99,305	$	66,473	$	109,453		$	46,381
Inter-segment revenues		38,267			40,498		14,995		36,473			1,273
Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle		(3,876	)		3,706		4,152		(49,780	)		(36,443	)
Depreciation & amortization		20,349			14,330		9,855		3,955			4,394
Impairment charge		1,948			7,765		49		69,932			—
Interest expense (net)		10,346			3,564		4,321		6,930			13,493
Capital expenditures		25,843			20,545		16,445		7,750			(9,065	)
Goodwill		116,176			24,567		49,601		42,428			(6,803	)
Total assets	$	283,967		$	126,617	$	112,882	$	80,984		$	81,843

	Eliminations			Total
Year Ended April 30, 2001
Outside revenues	$	—		$	480,366
Inter-segment revenues		(131,506	)		—
Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle		—			(82,241	)
Depreciation & amortization		—			52,883
Impairment charge		—			79,694
Interest expense (net)		—			38,654
Capital expenditures		—			61,518
Goodwill		—			225,969
Total assets	$	—		$	686,293

F-39

	Eastern Region		Central Region		Western Region		Recycling			Other
Year Ended April 30, 2002
Outside revenues	$	152,095	$	91,935	$	65,628	$	94,117		$	17,460
Inter-segment revenues		31,889		43,777		14,626		18,338			58
Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle		1,525		19,163		1,125		(10,417	)		(708	)
Depreciation & amortization		21,140		12,758		10,192		4,121			2,501
Interest expense (net)		9,247		2,559		7,434		10,044			1,289
Capital expenditures		15,850		11,856		6,490		2,573			905
Goodwill		108,517		25,212		48,576		37,433			(9	)
Total assets	$	270,854	$	109,673	$	104,479	$	69,531		$	67,074

	Eliminations			Total
Year Ended April 30, 2002
Outside revenues	$	—		$	421,235
Inter-segment revenues		(108,688	)		—
Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle		—			10,688
Depreciation & amortization		—			50,712
Interest expense (net)		—			30,573
Capital expenditures		—			37,674
Goodwill		—			219,729
Total assets	$	—		$	621,611

	Eastern Region			Central Region			Western Region		Recycling			Other
Year Ended April 30, 2003
Outside revenues	$	153,318		$	90,524		$	68,451	$	94,326		$	14,244
Inter-segment revenues		39,444			43,253			13,740		22,577			1
Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle		(6,342	)		19,118			2,577		(4,331	)		(4,794	)
Depreciation & amortization		22,706			11,531			8,204		3,426			2,063
Interest expense (net)		10,097			(204	)		6,811		10,451			(901	)
Capital expenditures		16,200			9,734			9,874		4,900			1,217
Goodwill		56,734			25,485			49,847		27,616			—
Total assets	$	239,023		$	107,694		$	110,045	$	64,989		$	80,890

F-40

	Eliminations			Total
Year Ended April 30, 2003
Outside revenues	$	—		$	420,863
Inter-segment revenues		(119,015	)		—
Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle		—			6,228
Depreciation & amortization		—			47,930
Interest expense (net)		—			26,254
Capital expenditures		—			41,925
Goodwill		—			159,682
Total assets	$	—		$	602,641

Amounts of our total revenue attributable to services provided are as follows:

	Fiscal Year
	2001		2002		2003
Collection	$	205,561	$	196,863	$	196,478
Landfill/disposal facilities		78,261		57,449		59,942
Transfer		36,908		45,597		47,478
Recycling		57,795		65,508		80,237
Brokerage		70,721		50,125		36,728
Other(1)		31,120		5,693		—

Reported revenues	$	480,366	$	421,235	$	420,863

(1): Other revenues consist of revenues from entities divested during fiscal 2001 and 2002, including a plastics business, Timber Energy, Multitrade and U.S. Fiber, which was contributed to the U.S. GreenFiber joint venture.

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22. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following is a summary of certain items in the Consolidated Statements of Operations by quarter for fiscal years 2002 and 2003.

			First Quarter(1)		Second Quarter(1)		Third Quarter(1)			Fourth Quarter(1)
Fiscal Year 2002
Revenues			$	112,447	$	109,888	$	101,286		$	97,614
Operating income				11,017		12,097		7,684			9,014
Income from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle				1,936		5,779		113			2,859
Net (loss) income available to common stockholders				1,474		3,789		(732	)		(60	)
Income per common share:
	Basic:
		Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle		0.06		0.22		(0.02	)		0.06
		Net (loss) income available to common stockholders		0.06		0.16		(0.03	)		—
	Diluted:
		Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle		0.06		0.22		(0.02	)		0.06
		Net (loss) income available to common stockholders		0.06		0.16		(0.03	)		—

			First Quarter(1)(2)			Second Quarter(1)		Third Quarter(1)			Fourth Quarter
Fiscal Year 2003
Revenues			$	116,031		$	114,570	$	95,801		$	94,461
Operating income				11,467			13,708		8,525			250
Income from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle				2,557			4,714		1,348			(2,391	)
Net (loss) income available to common stockholders				(62,071	)		3,860		(1,561	)		(3,130	)
Income per common share:
	Basic:
		Income from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle		0.08			0.17		0.02			(0.13	)
		Net (loss) income available to common stockholders		(2.62	)		0.16		(0.07	)		(0.13	)
	Diluted:
		Income from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle		0.08			0.16		0.02			(0.13	)
		Net (loss) income available to common stockholders		(2.62	)		0.16		(0.07	)		(0.13	)

(1): In the fourth quarter of fiscal 2003, the Company entered into negotiations with former employees for the transfer of the Company's domestic brokerage operations and a commercial recycling

F-42

business and in June 2003, the Company completed the transaction. The commercial recycling business had been accounted for as a discontinued operation since fiscal 2001. Due to the nature of the transaction, the Company could not retain discontinued accounting treatment for this operation. Therefore, the commercial recycling operating results have been reclassified from discontinued to continuing operations for fiscal years 2001, 2002 and 2003 and the above quarterly summary data has been revised from amounts previously reported.

(2): The Company revised results for the first quarter of fiscal 2003 to include additional goodwill impairment in the amount of $1.1 million, net of taxes, relating to our waste-to-energy operations, Maine Energy. The Company previously reported goodwill impairment upon the adoption of SFAS 142 in the amount of $62.8 million, net of taxes.

23. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The senior subordinated notes are guaranteed jointly and severally, fully and unconditionally by the Company's significant wholly-owned subsidiaries. The Parent is the issuer and non-guarantor of the senior subordinated notes. The information which follows presents the condensed consolidating financial position as of April 30, 2002 and 2003; the condensed consolidating results of operations for the years ended April 30, 2001, 2002 and 2003; and the condensed consolidating statements of cash flows for the years ended April 30, 2001, 2002 and 2003 of (a) the parent company only ("the Parent"), (b) the combined guarantors ("the Guarantors"), each of which is 100% wholly-owned by the Parent, (c) the combined non-guarantors ("the Non-Guarantors"), (d) eliminating entries and (e) the Company on a consolidated basis.

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CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF APRIL 30, 2002
(In thousands)

		Parent			Guarantors			Non-Guarantors			Elimination			Consolidated
ASSETS:
CURRENT ASSETS
	Cash and cash equivalents	$	4,362		$	(2,377	)	$	2,313		$	—		$	4,298
	Restricted cash		—			(196	)		10,482			—			10,286
	Accounts receivable—trade, net of allowance for doubtful accounts		924			41,643			427			75			43,069
	Notes receivable — officers/employees		1,105			—			—			—			1,105
	Prepaid expenses		487			2,645			—			—			3,132
	Other current assets		8,795			6,227			404			—			15,426

Total current assets			15,673			47,942			13,626			75			77,316
Property, plant and equipment, net of accumulated depreciation and amortization			4,449			277,312			5,445			—			287,206
Intangible assets, net			—			223,643			—			—			223,643
Deferred income taxes			648			—			—			—			648
Investment in subsidiaries			14,797			—			—			(14,797	)		—
Other non-current assets			8,956			30,073			(552	)		(5,679	)		32,798

			28,850			531,028			4,893			(20,476	)		544,295

Intercompany receivable			487,191			(491,256	)		(1,539	)		5,604			—

		$	531,714		$	87,714		$	16,980		$	(14,797	)	$	621,611

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable		1,260			23,009			(115	)		—			24,154
	Accrued payroll and related expenses		455			5,342			—			—			5,797
	Accrued interest		1,473			8			—			—			1,481
	Accrued closure and post-closure costs, current portion		—			6,465			—			—			6,465
	Liabilities of operations held for sale		—			—			—			—			—
	Other current liabilities		15,362			12,841			7,553			—			35,756

Total current liabilities			18,550			47,665			7,438			—			73,653

Long-term debt, less current maturities			274,850			1,183			1,512			—			277,545
Capital lease obligations, less current maturities			788			2,263			—			—			3,051
Other long-term liabilities			—			28,530			1,306			—			29,836
COMMITMENTS AND CONTINGENCIES
Series A redeemable, convertible preferred stock, 55,750 shares authorized, issued and outstanding, liquidation preference of $1,000 per share plus accrued but unpaid dividends			60,730			—			—			—			60,730
STOCKHOLDERS' EQUITY:
Class A common stock—
	Authorized—100,000,000 shares, $0.01 par value issued and outstanding—22,667,000 shares		227			105			102			(207	)		227
Class B common stock—
	Authorized—1,000,000 shares, $0.01 par value 10 votes per share, issued and outstanding—988,000 shares		10			—			—			—			10
Accumulated other comprehensive loss			(4,250	)		1			—			(1	)		(4,250	)
Additional paid-in capital			272,697			54,313			5,669			(59,982	)		272,697
Accumulated deficit			(91,888	)		(46,346	)		953			45,393			(91,888	)

Total stockholders' equity			176,796			8,073			6,724			(14,797	)		176,796

		$	531,714		$	87,714		$	16,980		$	(14,797	)	$	621,611

F-44

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF APRIL 30, 2003
(In thousands)

		Parent			Guarantors			Non-Guarantors			Elimination			Consolidated
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents	$	12,188		$	2,686		$	778		$	—		$	15,652
	Accounts receivable—trade, net of allowance for doubtful accounts		485			44,155			1,009			—			45,649
	Prepaid expenses		613			5,138			155			—			5,906
	Inventory		—			1,740			—			—			1,740
	Deferred taxes		3,504			—			771			—			4,275
	Other current assets		1,237			1,103			10,715			—			13,055

Total current assets			18,027			54,822			13,428			—			86,277
Property, plant and equipment, net of accumulated depreciation and amortization			2,996			294,109			5,223			—			302,328
Intangible assets, net			—			162,696			—			—			162,696
Deferred income taxes			—			—			—			—			—
Investment in subsidiaries			(43,783	)		—			—			43,783			—
Investments in unconsolidated entities			7,778			31,341			—			(4,379	)		34,740
Assets under contractual obligation			—			3,844			—			—			3,844
Other non-current assets			11,046			1,238			472			—			12,756

			(21,963	)		493,228			5,695			39,404			516,364

Intercompany receivable			507,820			(509,887	)		(2,312	)		4,379			—

		$	503,884		$	38,163		$	16,811		$	43,783		$	602,641

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Current maturities of long term debt		1,500			1,777			1,257			—			4,534
	Accounts payable		1,350			32,285			108			—			33,743
	Accrued payroll and related expenses		1,368			6,015			—			—			7,383
	Accrued interest		5,373			2			—			—			5,375
	Accrued closure and post-closure costs, current portion		—			2,286			676			—			2,962
	Other current liabilities		7,203			5,617			8,655			—			21,475

Total current liabilities			16,794			47,982			10,696			—			75,472

Long-term debt, less current maturities			298,500			2,318			1,571			—			302,389
Capital lease obligations, less current maturities			141			1,828			—			—			1,969
Accrued closure and post closure costs, less current portion			—			21,977			1,010			—			22,987
Minority interest			—			—			—			—			—
Deferred income taxes			5,473			—			—			—			5,473
Other long-term liabilities			—			10,047			1,328			—			11,375
COMMITMENTS AND CONTINGENCIES
Series A redeemable, convertible preferred stock, 55,750 shares authorized, issued and outstanding, liquidation preference of $1,000 per share plus accrued but unpaid dividends			63,824			—			—			—			63,824
STOCKHOLDERS' EQUITY:
Class A common stock—
	Authorized—100,000,000 shares, $0.01 par value issued and outstanding—22,769,000 shares		228			101			100			(201	)		228
Class B common stock—
	Authorized—1,000,000 shares, $0.01 par value 10 votes per share, issued and outstanding—988,000 shares		10			—			—			—			10
Accumulated other comprehensive income (loss)			542			1,190			—			(1,190	)		542
Additional paid-in capital			270,068			47,885			2,825			(50,710	)		270,068
Accumulated deficit			(151,696	)		(95,165	)		(719	)		95,884			(151,696	)

Total stockholders' equity			119,152			(45,989	)		2,206			43,783			119,152

		$	503,884		$	38,163		$	16,811		$	43,783		$	602,641

F-45

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FISCAL YEAR ENDED APRIL 30, 2001
(In thousands)

		Parent			Guarantors			Non-Guarantors			Elimination			Consolidated
Revenues		$	—		$	478,159		$	9,637		$	(7,430	)	$	480,366
Operating expenses:
	Cost of operations		128			319,394			9,074			(7,382	)		321,214
	General and administration		5,535			57,703			889			(48	)		64,079
	Depreciation and amortization		1,632			51,397			382			—			53,411
	Impairment charge		—			79,262			425			—			79,687
	Restructuring charge		3,613			538			—			—			4,151
	Legal settlements		—			4,209			—			—			4,209
	Other miscellaneous charges		—			1,604			—			—			1,604

			10,908			514,107			10,770			(7,430	)		528,355

Operating loss			(10,908	)		(35,948	)		(1,133	)		—			(47,989	)
Other expense/(income), net:
	Interest income		(32,554	)		(3,207	)		(369	)		33,156			(2,974	)
	Interest expense		37,675			37,009			100			(33,156	)		41,628
	Loss (income) from equity method investments, net		105,729			26,256			—			(105,729	)		26,256
	Minority interest		—			953			73			—			1,026
	Other expense/(income), net		1,054			(1,110	)		132			—			76

Other expense/(income), net			111,904			59,901			(64	)		(105,729	)		66,012
Income (loss) from continuing operations before income taxes and discontinued operations			(122,812	)		(95,849	)		(1,069	)		105,729			(114,001	)
(Benefit) provision for income taxes			(21,277	)		829			5			—			(20,443	)

Income (loss) from continuing operations before discontinued operations			(101,535	)		(96,678	)		(1,074	)		105,729			(93,558	)
Loss from discontinued operations, net			—			(4,130	)		—			—			(4,130	)
Estimated loss on disposal of discontinued operations, net			—			(2,657	)		—			—			(2,657	)
Reclassification from discontinued operations, net			—			(1,190	)		—			—			(1,190	)
Net income (loss)			(101,535	)		(104,655	)		(1,074	)		105,729			(101,535	)
Preferred stock dividend			1,970			—			—			—			1,970

Net income (loss) available to common stockholders		$	(103,505	)	$	(104,655	)	$	(1,074	)	$	105,729		$	(103,505	)

F-46

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FISCAL YEAR ENDED APRIL 30, 2002
(In thousands)

		Parent			Guarantors			Non-Guarantors			Elimination			Consolidated
Revenues		$	—		$	418,500		$	12,232		$	(9,497	)	$	421,235
Operating expenses:
	Cost of operations		4,057			273,651			8,482			(9,497	)		276,693
	General and administration		(333	)		54,145			644			—			54,456
	Depreciation and amortization		1,765			48,503			444			—			50,712
	Restructuring charge		(438	)		—			—			—			(438	)

			5,051			376,299			9,570			(9,497	)		381,423

Operating income			(5,051	)		42,201			2,662			—			39,812

Other expense/(income), net:
	Interest income		(29,858	)		(1,896	)		(254	)		31,104			(904	)
	Interest expense		31,183			31,363			9			(31,104	)		31,451
	(Income) loss from equity method investments		(19,390	)		(1,899	)		—			19,390			(1,899	)
	Minority interest		—			—			(154	)		—			(154	)
	Other expense/(income), net:		1,239			(6,249	)		530			—			(4,480	)

Other expense, net			(16,826	)		21,319			131			19,390			24,014

Income (loss) from continuing operations before income taxes, discontinued operations and cumulative effect of change in accounting principle			11,775			20,882			2,531			(19,390	)		15,798
Provision for income taxes			4,044			—			1,067			—			5,111

Income (loss) from continuing operations before discontinued operations and cumulative effect of change in accounting principle			7,731			20,882			1,464			(19,390	)		10,687
Estimated loss on disposal of discontinued operations, net			—			(4,096	)		—			—			(4,096	)
Reclassification from discontinued operations, net			—			1,140			—			—			1,140
Cumulative effect of change in accounting principle, net			(250	)		—			—			—			(250	)

Net income (loss)			7,481			17,926			1,464			(19,390	)		7,481
Preferred stock dividend			3,010			—			—			—			3,010

Net income (loss) available to common stockholders		$	4,471		$	17,926		$	1,464		$	(19,390	)	$	4,471

F-47

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FISCAL YEAR ENDED APRIL 30, 2003
(In thousands)

		Parent			Guarantors			Non-Guarantors			Elimination			Consolidated
Revenues		$	—		$	416,777		$	13,949		$	(9,863	)	$	420,863
Operating expenses:
	Cost of operations		(926	)		275,747			13,389			(9,863	)		278,347
	General and administration		(3	)		55,227			548			—			55,772
	Depreciation and amortization		1,812			43,849			2,269			—			47,930
	Impairment charge		400			4,464			—			—			4,864

			1,283			379,287			16,206			(9,863	)		386,913

Operating income			(1,283	)		37,490			(2,257	)		—			33,950

Other expense/(income), net:
	Interest income		(27,864	)		(3,398	)		(160	)		31,104			(318	)
	Interest expense		26,826			30,450			400			(31,104	)		26,572
	(Income) loss from equity method investments		50,277			(2,073	)		—			(50,277	)		(2,073	)
	Minority interest		—			—			(152	)		—			(152	)
	Other expense/(income), net:		1,420			(2,536	)		(483	)		—			(1,599	)

Other expense, net			50,659			22,443			(395	)		(50,277	)		22,430

Income (loss) from continuing operations before income taxes, discontinued operations, extraordinary loss and cumulative effect of change in accounting principle			(51,942	)		15,047			(1,862	)		50,277			11,520
Provision (benefit) for income taxes			5,696			—			(404	)		—			5,292

Income (loss) from continuing operations before discontinued operations, extraordinary loss and cumulative effect of change in accounting principle			(57,638	)		15,047			(1,458	)		50,277			6,228
Reclassification from discontinued operations, net			—			50			—			—			50
Extraordinary loss, net			(2,170	)		—			—			—			(2,170	)
Cumulative effect of change in accounting principle, net			—			(63,916	)		—			—			(63,916	)

Net income (loss)			(59,808	)		(48,819	)		(1,458	)		50,277			(59,808	)
Preferred stock dividend			3,094			—			—			—			3,094

Net income (loss) available to common stockholders		$	(62,902	)	$	(48,819	)	$	(1,458	)	$	50,277		$	(62,902	)

F-48

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FISCAL YEAR ENDED APRIL 30, 2001
(In thousands)

		Parent			Guarantors			Non-Guarantors			Elimination			Consolidated
Net Cash Provided by (Used In) Operating Activities			(27,717	)		91,394			(1,960	)		1,544			63,261
Cash Flows from Investing Activities:			—
	Acquisitions, net of cash acquired		—			(9,331	)		—			—			(9,331	)
	Proceeds from divestitures, net of cash divested		—			15,814									15,814
	Additions to property, plant and equipment		(3,626	)		(58,583	)		691			—			(61,518	)
	Proceeds from sale of equipment		—			2,298			—			—			2,298
	Proceeds from sale of Bamgor Hydro warrants		6,718			—									6,718
	Advances to unconsolidated entities		—			(9,546	)		—			—			(9,546	)

Net Cash (Used In) Provided by Investing Activities			3,092			(59,348	)		691			—			(55,565	)

Cash Flows from Financing Activities:
	Proceeds from long-term borrowings		48,694			896			—			—			49,590
	Principal payments on long-term debt		(34,597	)		(52,734	)		—			—			(87,331	)
	Proceeds from the issuance of series A redeemable, convertible preferred stock, net		54,741			—			—			—			54,741
	Intercompany borrowings		(34,192	)		35,513			223			(1,544	)		—
	Other		259			1,506									1,765

Net Cash Provided by (Used In) Financing Activities			34,905			(14,819	)		223			(1,544	)		18,765

Cash (used in) provided by discontinued operations			3,016			(15,264	)		—			—			(12,248	)
	Net increase (decrease) in cash and cash equivalents		13,296			1,963			(1,046	)		—			14,213
	Cash and cash equivalents, beginning of period		(449	)		6,579			1,658			—			7,788

Cash and cash equivalents, end of period		$	12,847		$	8,542		$	612		$	—		$	22,001

F-49

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FISCAL YEAR ENDED APRIL 30, 2002
(In thousands)

		Parent			Guarantors			Non-Guarantors			Elimination			Consolidated
Net Cash Provided by (Used In) Operating Activities		$	(10,523	)	$	77,115		$	(401	)	$	1,496		$	67,687
Cash Flows from Investing Activities:
	Proceeds from divestitures, net of cash divested					31,216									31,216
	Additions to property, plant and equipment		(647	)		(36,986	)		(41	)		—			(37,674	)
	Other		3,530			(1,578	)		(5,027	)		—			(3,075	)

Net Cash (Used In) Provided by Investing Activities			2,883			(7,348	)		(5,068	)		—			(9,533	)

Cash Flows from Financing Activities:
	Proceeds from long-term borrowings		70,984			—			2,400			—			73,384
	Principal payments on long-term debt		(141,103	)		(5,710	)		(196	)		—			(147,009	)
	Proceeds from exercise of stock options		3,560			—			—			—			3,560
	Intercompany borrowings		64,955			(68,425	)		4,966			(1,496	)		—

Net Cash (Used In) Provided by Financing Activities			(1,604	)		(74,135	)		7,170			(1,496	)		(70,065	)

Cash (used in) provided by discontinued operations			759			(6,551	)		—			—			(5,792	)
	Net (decrease) increase in cash and cash equivalents		(8,485	)		(10,919	)		1,701			—			(17,703	)
	Cash and cash equivalents, beginning of period		12,847			8,542			612			—			22,001

Cash and cash equivalents, end of period		$	4,362		$	(2,377	)	$	2,313		$	—		$	4,298

F-50

CASELLA WASTE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FISCAL YEAR ENDED APRIL 30, 2003
(In thousands)

		Parent			Guarantors			Non-Guarantors			Elimination			Consolidated
Net Cash Provided by Operating Activities		$	3,861			61,782		$	2,534		$	(3,225	)	$	64,952
Cash Flows from Investing Activities:
	Acquisitions, net of cash acquired					(18,068	)								(18,068	)
	Additions to property, plant and equipment		(369	)		(39,509	)		(2,047	)		—			(41,925	)
	Other		(5,329	)		4,114			—			—			(1,215	)

Net Cash Used In Investing Activities			(5,698	)		(53,463	)		(2,047	)		—			(61,208	)

Cash Flows from Financing Activities:
	Proceeds from long-term borrowings		376,737			2,541			1,243			—			380,521
	Principal payments on long-term debt		(354,558	)		(5,902	)		(1,445	)		—			(361,905	)
	Deferred financing costs		(11,466	)		—			—			—			(11,466	)
	Proceeds from exercise of stock options		460			—			—			—			460
	Intercompany borrowings		(1,510	)		105			(1,820	)		3,225			—

Net Cash Provided by (Used In) Financing Activities			9,663			(3,256	)		(2,022	)		3,225			7,610

	Net (decrease) increase in cash and cash equivalents		7,826			5,063			(1,535	)		—			11,354
	Cash and cash equivalents, beginning of period		4,362			(2,377	)		2,313			—			4,298

Cash and cash equivalents, end of period		$	12,188		$	2,686		$	778		$	—		$	15,652

24. SUBSEQUENT EVENTS

On May 1, 2003, the Company acquired the assets of All-Waste Services, located in Lebanon, New Hampshire for approximately $4.2 million. All-Waste Services provides waste and recyclables collection services.

In June 2003, the Company entered into a service agreement with the Town of Templeton, Massachusetts to construct and operate the town's sanitary landfill. The landfill is expected to be permitted within a year to accept 500 tons a day of municipal solid waste and operations will likely commence in the middle of calendar 2004.

On June 30, 2003, the Company transferred its domestic brokerage operations as well as a commercial recycling business to former employees who had been responsible for managing those businesses, in exchange for notes receivable of approximately $5.0 million, payable to the extent of cash flow of the businesses.

F-51

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers

Section 102 of the Delaware General Corporation Law statute permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the Delaware General Corporation Law statute permits a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

In the case of an action by or in the right of the corporation, Section 145 permits the corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification may be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the Court of Chancery or such other court shall deem proper.

To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the preceding two paragraphs, Section 145 requires that he be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him in connection therewith.

Section 145 provides that expenses, including attorneys' fees, incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit, or proceeding may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in Section 145.

Article Sixth of the Registrant's Second Amended and Restated Certificate of Incorporation eliminates the personal liability of the directors of the Registrant to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as directors, except to the extent prohibited by

II-1

Delaware General Corporation Law and Article Seventh requires indemnification of directors and officers of the Registrant, and for advancement of litigation expenses to the fullest extent permitted by Section 145.

Item 21. Exhibits and Financial Statement Schedules

(a): Exhibits

Exhibit No.		Description of Exhibit
3.1†		Articles of Incorporation of All Cycle Waste, Inc., as amended.
3.2†		By-Laws of All Cycle Waste, Inc.
3.3†		Articles of Incorporation of Alternate Energy, Inc., as amended.
3.4†		By-Laws of Alternate Energy, Inc.
3.5†		Certificate of Incorporation of Atlantic Coast Fibers, as amended.
3.6†		By-Laws of Atlantic Coast Fibers, Inc.
3.7†		Certificate of Incorporation of B. and C. Sanitation Corporation, as amended.
3.8†		Amended and Restated By-Laws of B. and C. Sanitation Corporation.
3.9†		Certificate of Incorporation of Blasdell Development Group, as amended.
3.10†		By-Laws of Blasdell Development Group.
3.11†		Articles of Association of Bristol Waste Management, Inc.
3.12†		By-Laws of Bristol Waste Management, Inc.
3.13†		Certificate of Formation of Casella NH Investors Co., LLC.
3.14†		Limited Liability Agreement of Casella NH Investors Co., LLC.
3.15†		Certificate of Formation of Casella NH Power Co., LLC.
3.16†		Limited Liability Agreement of Casella NH Power Co., LLC.
3.17†		Certificate of Formation of Casella RTG Investors Co., LLC.
3.18†		Limited Liability Agreement of Casella RTG Investors Co., LLC.
3.19†		Articles of Incorporation of Casella Transportation, Inc.
3.20†		By-Laws of Casella Transportation, Inc.
3.21†		Articles of Organization of Casella Waste Management of Massachusetts, Inc., as amended.
3.22†		By-Laws of Casella Waste Management of Massachusetts, Inc.
3.23†		Certificate of Incorporation of Casella Waste Management of N.Y., Inc., as amended.
3.24†		By-Laws of Casella Waste Management of N.Y., Inc.
3.25†		Articles of Incorporation of Casella Waste Management of Pennsylvania, Inc.
3.26†		By-Laws of Casella Waste Management of Pennsylvania, Inc.
3.27†		Articles of Association of Casella Waste Management, Inc.
3.28†		By-Laws of Casella Waste Management, Inc.
3.29†		Articles of Incorporation of Data Destruction Services, Inc.
3.30†		By-Laws of Data Destruction Services, Inc.
3.31†		Certificate of Incorporation of Fairfield County Recycling, Inc.
3.32†		By-Laws of Fairfield County Recycling, Inc.
3.33†		Certificate of Incorporation of FCR Camden, Inc.
3.34†		By-Laws of FCR Camden, Inc.
3.35†		Certificate of Incorporation of FCR Florida, Inc.
3.36†		By-Laws of FCR Florida, Inc.
3.37†		Certificate of Incorporation of FCR Greensboro, Inc.
3.38†		By-Laws of FCR Greensboro, Inc.
3.39†		Certificate of Incorporation of FCR Greenville, Inc.
3.40†		By-Laws of FCR Greenville, Inc.
3.41†		Certificate of Incorporation of FCR Morris, Inc.
3.42†		By-Laws of FCR Morris, Inc.

II-2

3.43†		Certificate of Incorporation of FCR Redemption, Inc., as amended.
3.44†		By-Laws of FCR Redemption, Inc.
3.45†		Certificate of Incorporation of FCR Tennessee, Inc.
3.46†		By-Laws of FCR Tennessee, Inc.
3.47†		Certificate of Incorporation of FCR, Inc.
3.48†		By-Laws of FCR, Inc.
3.49†		Articles of Incorporation of Forest Acquisitions, Inc.
3.50†		By-Laws of Forest Acquisitions, Inc.
3.51†		Certificate of Incorporation of Grasslands, Inc.
3.52†		By-Laws of Grasslands, Inc.
3.53†		Certificate of Incorporation of Hakes C & D Disposal, Inc.
3.54†		By-Laws of Hakes C & D Disposal, Inc.
3.55†		Certificate of Incorporation of Hiram Hollow Regeneration Corp.
3.56†		By-Laws of Hiram Hollow Regeneration Corp.
3.57†		Amended and Restated General Partnership Agreement of The Hyland Facility Associates
3.58†		Articles of Incorporation of K-C International, Ltd.
3.59†		By-Laws of K-C International, Ltd.
3.60†		Articles of Incorporation of KTI Bio Fuels, Inc.
3.61†		By-Laws of KTI Bio Fuels, Inc.
3.62†		Certificate of Incorporation of KTI Environmental Group, Inc., as amended.
3.63†		Amended and Restated By-Laws of KTI Environmental Group, Inc.
3.64†		Certificate of Incorporation of KTI New Jersey Fibers, Inc.
3.65†		By-Laws of KTI New Jersey Fibers, Inc.
3.66†		Certificate of Incorporation of KTI Operations Inc.
3.67†		By-Laws of KTI Operations Inc.
3.68†		Certificate of Organization of KTI Recycling of New England, Inc., as amended.
3.69†		Amended and Restated By-Laws of KTI Recycling of New England, Inc.
3.70†		Articles of Incorporation of KTI Specialty Waste Services, Inc.
3.71†		By-Laws of KTI Specialty Waste Services, Inc.
3.72†		Restated Certificate of Incorporation of KTI, Inc., as amended.
3.73†		By-Laws of KTI, Inc.
3.74†		Restated Certificate of Limited Partnership of Maine Energy Recovery Company, Limited Partnership.
3.75†		Amended and Restated Agreement and Certificate of Limited Partnership of Maine Energy Recovery Company, Limited Partnership.
3.76†		Certificate of Incorporation of Mecklenburg County Recycling, Inc.
3.77†		By-Laws of Mecklenburg County Recycling, Inc.
3.78†		Certificate of Incorporation of Natural Environmental, Inc., as amended.
3.79†		By-Laws of Natural Environmental, Inc.
3.80†		Articles of Organization of New England Waste Services of Massachusetts, Inc.
3.81†		By-Laws of New England Waste Services of Massachusetts, Inc.
3.82†		Articles of Incorporation of New England Waste Services of ME, Inc., as amended.
3.83†		By-Laws of New England Waste Services of ME, Inc.
3.84†		Certificate of Incorporation of New England Waste Services of N.Y., Inc., as amended.
3.85†		By-Laws of New England Waste Services of N.Y., Inc.
3.86†		Articles of Incorporation of New England Waste Services of Vermont, Inc., as amended.
3.87†		By-Laws of New England Waste Services of Vermont, Inc.
3.88†		Articles of Association of New England Waste Services, Inc., as amended.
3.89†		By-Laws of New England Waste Services, Inc.
3.90†		Articles of Association of Newbury Waste Management, Inc., as amended.

II-3

3.91†		By-Laws of Newbury Waste Management, Inc.
3.92†		Articles of Incorporation of North Country Environmental Services, Inc., as amended.
3.93†		Amended and Restated By-Laws of North Country Environmental Services, Inc.
3.94†		Certificate of Incorporation of Northern Properties Corporation of Plattsburgh, as amended.
3.95†		By-Laws of Northern Properties Corporation of Plattsburgh.
3.96†		Certificate of Incorporation of Northern Sanitation, Inc., as amended.
3.97†		By-Laws of Northern Sanitation, Inc.
3.98†		Certificate of Incorporation of PERC, Inc., as amended.
3.99†		By-Laws of PERC, Inc.
3.100†		Limited Partnership Agreement and Certificate of PERC Management Company Limited Partnership, as amended.
3.101†		Articles of Incorporation of Pine Tree Waste, Inc., as amended.
3.102†		By-Laws of Pine Tree Waste, Inc.
3.103†		Certificate of Incorporation of R.A. Bronson Inc., as amended.
3.104†		By-Laws of R.A. Bronson Inc.
3.105†		Articles of Organization of Resource Recovery of Cape Cod, Inc., as amended.
3.106†		By-Laws of Resource Recovery of Cape Cod, Inc.
3.107†		Articles of Incorporation of Resource Recovery Systems of Sarasota, Inc., as amended.
3.108†		Amended and Restated By-Laws of Resource Recovery Systems of Sarasota, Inc.
3.109†		Certificate of Incorporation of Resource Recovery Systems, Inc., as amended.
3.110†		By-Laws of Resource Recovery Systems, Inc.
3.111†		Articles of Organization of Resource Transfer Services, Inc., as amended.
3.112†		By-Laws of Resource Transfer Services, Inc.
3.113†		Articles of Organization of Resource Waste Systems, Inc., as amended.
3.114†		By-Laws of Resource Waste Systems, Inc.
3.115†		Certificate of Organization of Rochester Environmental Park, LLC, as amended.
3.116†		Operating Agreement of Rochester Environmental Park, LLC, as amended
3.117†		Certificate of Incorporation of Schultz Landfill, Inc.
3.118†		By-Laws of Schultz Landfill, Inc.
3.119†		Articles of Association of Sunderland Waste Management, Inc.
3.120†		By-Laws of Sunderland Waste Management, Inc.
3.121†		Articles of Incorporation of U.S. Fiber, Inc., as amended.
3.122†		By-Laws of U.S. Fiber, Inc.
3.123†		Certificate of Incorporation of Waste-Stream Inc., as amended.
3.124†		By-Laws of Waste-Stream Inc.
3.125†		Certificate of Incorporation of Westfield Disposal Service, Inc., as amended.
3.126†		Amended and Restated By-Laws of Westfield Disposal Service, Inc.
3.127†		Articles of Incorporation of Winters Brothers, Inc., as amended.
3.128†		Amended and Restated By-Laws of Winters Brothers, Inc.
4.1		Indenture, dated January 24, 2003, by and among Casella Waste Systems, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 9.75% Senior Subordinated Notes due 2013, including the form of 9.75% Senior Subordinated Note (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Casella Waste Systems, Inc. as filed January 24, 2003 (file no. 000-23211).
4.2*		Exchange and Registration Rights Agreement, dated January 21, 2003, by and among Casella Waste Systems, Inc., the Guarantors listed therein and Purchasers listed therein, relating to the 9.75% Senior Subordinated Notes due 2013.
5.1†		Opinion of Hale and Dorr LLP.
5.2†		Opinion of Bernstein, Shur, Sawyer and Nelson.

II-4

5.3†		Opinion of Brooks, Pierce, McLendon, Humphrey & Leonard, LLP.
5.4†		Opinion of Greenberg Traurig, P.A.
5.5†		Opinion of Holland & Knight LLP.
5.6†		Opinion of Paul, Frank & Collins.
5.7†		Opinion of Pierce Atwood.
5.8†		Opinion of Robinson & Cole LLP.
5.9†		Opinion of Hale and Dorr LLP.
10.1		Second Amended and Restated Revolving Credit and Term Loan Agreement, dated January 24, 2003, by and among Casella Waste Systems, Inc. and its Subsidiaries (other than Excluded Subsidiaries), the lending institutions party thereto and Fleet National Bank, individually and as administrative agent, and Bank of America, N.A., individually and as syndication agent, with Fleet Securities, Inc. and Banc of America Securities LLC acting as Co-Arrangers (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Casella Waste Systems, Inc. as filed January 24, 2003 (file no. 000-23211)).
10.2		Amendment No. 1 and Release to Second Amended and Restated Revolving Credit and Term Loan Agreement (incorporated by reference to Exhibit 10.36 to the annual report on Form 10-K of Casella Waste Systems, Inc. as filed on July 24, 2003 (file no. 000-23211)).
12.1†		Statement regarding computation of ratio of earnings to fixed charges.
23.1†		Consent of PricewaterhouseCoopers LLP.
23.2†		Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.3†		Consent of Bernstein, Shur, Sawyer and Nelson (included in Exhibit 5.2).
23.4†		Consent of Brooks, Pierce, McLendon, Humphrey & Leonard, LLP (included in Exhibit 5.3).
23.5†		Consent of Greenberg Traurig, P.A. (included in Exhibit 5.4)
23.6†		Consent of Holland & Knight LLP (included in Exhibit 5.5).
23.7†		Consent of Paul, Frank & Collins (included in Exhibit 5.6).
23.8†		Consent of Pierce Atwood (included in Exhibit 5.7).
23.9†		Consent of Robinson & Cole LLP (included in Exhibit 5.8).
23.10†		Consent of Hale and Dorr LLP (included in Exhibit 5.9).
24†		Powers of Attorney (See page II-5 of this Amendment No. 2 to the registration statement, page II-5 of Amendment No. 1 to the registration statement filed on April 16, 2003 and pages II-5 through II-75 of the original filing of this registration statement on February 11, 2003).
25.1*		Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Trustee, on Form T-1, relating to the 9.75% Senior Subordinated Notes due 2013.
99.1†		Form of Letter of Transmittal.
99.2*		Form of Notice of Guaranteed Delivery.
99.3*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
99.4*		Form of Letter to Clients.
99.5†		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

†

Filed herewith.

*

Previously filed.

(b): Financial Statement Schedules

Schedule II—Valuation and Qualifying Accounts

II-5

Item 22. Undertakings

The undersigned Registrant hereby undertakes:

(a)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i): To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii): To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii): To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs a(i) and a(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the Prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This undertaking also includes information contained in documents

II-6

filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

The undersigned Registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the undersigned undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

The undersigned Registrant hereby undertakes that every prospectus: (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 24th day of July, 2003.

		Casella Waste Systems, Inc.
		By:	/s/ JOHN W. CASELLA John W. Casella Chairman and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Casella Waste Systems, Inc., hereby severally constitute and appoint John W. Casella and James W. Bohlig and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Casella Waste Systems, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	Chairman and Chief Executive Officer (Principal Executive Officer)	July 24, 2003
* James W. Bohlig	President and Chief Operating Officer, Director	July 24, 2003
* Richard A. Norris	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* Douglas R. Casella	Director	July 24, 2003
* James F. Callahan, Jr.	Director	July 24, 2003
* John F. Chapple III	Director	July 24, 2003
/s/ MONTE R. HAYMON Monte R. Haymon	Director	July 24, 2003

II-8

* D. Randolph Peeler	Director	July 24, 2003
* Gregory B. Peters	Director	July 24, 2003
* Wilbur L. Ross, Jr.	Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-9

SIGNATURES

		ALL CYCLE WASTE, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-10

SIGNATURES

		ALTERNATE ENERGY, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-11

SIGNATURES

		ATLANTIC COAST FIBERS, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-12

SIGNATURES

		B. AND C. SANITATION CORPORATION
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-13

SIGNATURES

		BLASDELL DEVELOPMENT GROUP, INC.
		By:	/s/ JOHN W. CASELLA
			John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-14

SIGNATURES

		BRISTOL WASTE MANAGEMENT, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-15

SIGNATURES

		CASELLA NH INVESTORS CO., LLC
		By:	/s/ JOHN W. CASELLA John W. Casella President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003

KTI, INC.
By:		* John W. Casella President and Director		Sole Member†		July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

†: Casella NH Investors Co., LLC has no directors or managers.

II-16

SIGNATURES

		CASELLA NH POWER CO., LLC
		By:	/s/ JOHN W. CASELLA John W. Casella President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003

KTI, INC.
By:		* John W. Casella President and Director		Sole Member†		July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

†: Casella NH Power Co., LLC has no directors or managers.

II-17

SIGNATURES

		CASELLA RTG INVESTORS CO., LLC
		By:	/s/ JOHN W. CASELLA John W. Casella President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003

CASELLA WASTE SYSTEMS, INC.
By:		* John W. Casella Chairman and Chief Executive Officer		Sole Member†		July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

†: Casella RTG Investors Co., LLC has no directors or managers.

II-18

SIGNATURES

		CASELLA TRANSPORTATION, INC.
		By:	/s/ JOHN W. CASELLA
			John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* Douglas R. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-19

SIGNATURES

		CASELLA WASTE MANAGEMENT OF MASSACHUSETTS, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-20

SIGNATURES

		CASELLA WASTE MANAGEMENT OF N.Y., INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-21

SIGNATURES

		CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-22

SIGNATURES

		CASELLA WASTE MANAGEMENT, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* Douglas R. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-23

SIGNATURES

		DATA DESTRUCTION SERVICES, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-24

SIGNATURES

		FAIRFIELD COUNTY RECYCLING, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-25

SIGNATURES

		FCR CAMDEN, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-26

SIGNATURES

		FCR FLORIDA, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-27

SIGNATURES

		FCR GREENSBORO, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-28

SIGNATURES

		FCR GREENVILLE, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-29

SIGNATURES

		FCR MORRIS, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-30

SIGNATURES

		FCR REDEMPTION, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-31

SIGNATURES

		FCR TENNESSEE, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-32

SIGNATURES

		FCR, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-33

SIGNATURES

		FOREST ACQUISITIONS, INC.
		By:	/s/ JAMES W. BOHLIG James W. Bohlig President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003
* John W. Casella	Director	July 24, 2003

*By:

/s/ JAMES W. BOHLIG

James W. Bohlig
Attorney-in-Fact

II-34

SIGNATURES

		GRASSLANDS, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-35

SIGNATURES

		HAKES C & D DISPOSAL, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-36

SIGNATURES

		HIRAM HOLLOW REGENERATION CORP.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-37

SIGNATURES

		THE HYLAND FACILITY ASSOCIATES
		By:	Casella Waste Management of N.Y., Inc., its managing partner†

By:

/s/ JOHN W. CASELLA

John W. Casella
President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures		Title	Date

CASELLA WASTE MANAGEMENT OF N.Y., INC.
By:	* John W. Casella President and Director	General Partner†	July 24, 2003


* John W. Casella	Director of Casella Waste Management of N.Y., Inc.	July 24, 2003
* James W. Bohlig	Director of Casella Waste Management of N.Y., Inc.	July 24, 2003
* Douglas R. Casella	Director of Casella Waste Management of N.Y., Inc.	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

†: The Hyland Facility Associates has no officers or directors.

II-38

SIGNATURES

		K-C INTERNATIONAL, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-39

SIGNATURES

		KTI BIO FUELS, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-40

SIGNATURES

		KTI ENVIRONMENTAL GROUP, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-41

SIGNATURES

		KTI NEW JERSEY FIBERS, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-42

SIGNATURES

		KTI OPERATIONS, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-43

SIGNATURES

		KTI RECYCLING OF NEW ENGLAND, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-44

SIGNATURES

		KTI SPECIALTY WASTE SERVICES, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-45

SIGNATURES

		KTI, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-46

SIGNATURES

		MAINE ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP
		By:	KTI Environmental Group, Inc., its general partner†

By:

/s/ JOHN W. CASELLA

John W. Casella
President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures		Title	Date

KTI ENVIRONMENTAL GROUP, INC.
By:	* John W. Casella President and Director	General Partner†	July 24, 2003


* John W. Casella	Director of KTI Environmental Group, Inc.	July 24, 2003
* James W. Bohlig	Director of KTI Environmental Group, Inc.	July 24, 2003
* Douglas R. Casella	Director of KTI Environmental Group, Inc.	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

†: Maine Energy Recovery Company, Limited Partnership has no officers or directors.

II-47

SIGNATURES

		MECKLENBURG COUNTY RECYCLING, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-48

SIGNATURES

		NATURAL ENVIRONMENTAL, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-49

SIGNATURES

		NEW ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* Douglas R. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-50

SIGNATURES

		NEW ENGLAND WASTE SERVICES OF ME, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-51

SIGNATURES

		NEW ENGLAND WASTE SERVICES OF N.Y., INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-52

SIGNATURES

		NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-53

SIGNATURES

		NEW ENGLAND WASTE SERVICES, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-54

SIGNATURES

		NEWBURY WASTE MANAGEMENT, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-55

SIGNATURES

		NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-56

SIGNATURES

		NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-57

SIGNATURES

		NORTHERN SANITATION, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-58

SIGNATURES

		PERC, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-59

SIGNATURES

		PERC MANAGEMENT COMPANY LIMITED PARTNERSHIP
		By:	PERC, Inc., its general partner†

By:

/s/ JOHN W. CASELLA

John W. Casella
President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures		Title	Date

PERC, INC.
By:	* John W. Casella President and Director	General Partner†	July 24, 2003


* John W. Casella	Director of PERC, Inc.	July 24, 2003
* James W. Bohlig	Director of PERC, Inc.	July 24, 2003
* Douglas R. Casella	Director of PERC, Inc.	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

†: PERC Management Company Limited Partnership has no officers or directors.

II-60

SIGNATURES

		PINE TREE WASTE, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-61

SIGNATURES

		R.A. BRONSON INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-62

SIGNATURES

		RESOURCE RECOVERY OF CAPE COD, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-63

SIGNATURES

		RESOURCE RECOVERY SYSTEMS OF SARASOTA, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-64

SIGNATURES

		RESOURCE RECOVERY SYSTEMS, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-65

SIGNATURES

		RESOURCE TRANSFER SERVICES, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-66

SIGNATURES

		RESOURCE WASTE SYSTEMS, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-67

SIGNATURES

		ROCHESTER ENVIRONMENTAL PARK, LLC
		By:	/s/ JOHN W. CASELLA John W. Casella President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003

CASELLA WASTE SYSTEMS, INC.
By:		* John W. Casella Chairman and Chief Executive Officer		Manager†		July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

†: Rochester Environmental Park, LLC has no directors.

II-68

SIGNATURES

		SCHULTZ LANDFILL, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-69

SIGNATURES

		SUNDERLAND WASTE MANAGEMENT, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-70

SIGNATURES

		U.S. FIBER, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-71

SIGNATURES

		WASTE-STREAM INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-72

SIGNATURES

		WESTFIELD DISPOSAL SERVICE, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* John W. Casella	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* James W. Bohlig	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-73

SIGNATURES

		WINTERS BROTHERS, INC.
		By:	/s/ JOHN W. CASELLA John W. Casella Vice President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

* James W. Bohlig	President and Director (Principal Executive Officer)	July 24, 2003
* Richard A. Norris	Vice President and Treasurer (Principal Financial and Accounting Officer)	July 24, 2003
* John W. Casella	Vice President and Director	July 24, 2003
* Douglas R. Casella	Vice President and Director	July 24, 2003

*By:

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-Fact

II-74

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
3.1†		Articles of Incorporation of All Cycle Waste, Inc., as amended.
3.2†		By-Laws of All Cycle Waste, Inc.
3.3†		Articles of Incorporation of Alternate Energy, Inc., as amended.
3.4†		By-Laws of Alternate Energy, Inc.
3.5†		Certificate of Incorporation of Atlantic Coast Fibers, as amended.
3.6†		By-Laws of Atlantic Coast Fibers, Inc.
3.7†		Certificate of Incorporation of B. and C. Sanitation Corporation, as amended.
3.8†		Amended and Restated By-Laws of B. and C. Sanitation Corporation.
3.9†		Certificate of Incorporation of Blasdell Development Group, as amended.
3.10†		By-Laws of Blasdell Development Group.
3.11†		Articles of Association of Bristol Waste Management, Inc.
3.12†		By-Laws of Bristol Waste Management, Inc.
3.13†		Certificate of Formation of Casella NH Investors Co., LLC.
3.14†		Limited Liability Agreement of Casella NH Investors Co., LLC.
3.15†		Certificate of Formation of Casella NH Power Co., LLC.
3.16†		Limited Liability Agreement of Casella NH Power Co., LLC.
3.17†		Certificate of Formation of Casella RTG Investors Co., LLC.
3.18†		Limited Liability Agreement of Casella RTG Investors Co., LLC.
3.19†		Articles of Incorporation of Casella Transportation, Inc.
3.20†		By-Laws of Casella Transportation, Inc.
3.21†		Articles of Organization of Casella Waste Management of Massachusetts, Inc., as amended.
3.22†		By-Laws of Casella Waste Management of Massachusetts, Inc.
3.23†		Certificate of Incorporation of Casella Waste Management of N.Y., Inc., as amended.
3.24†		By-Laws of Casella Waste Management of N.Y., Inc.
3.25†		Articles of Incorporation of Casella Waste Management of Pennsylvania, Inc.
3.26†		By-Laws of Casella Waste Management of Pennsylvania, Inc.
3.27†		Articles of Association of Casella Waste Management, Inc.
3.28†		By-Laws of Casella Waste Management, Inc.
3.29†		Articles of Incorporation of Data Destruction Services, Inc.
3.30†		By-Laws of Data Destruction Services, Inc.
3.31†		Certificate of Incorporation of Fairfield County Recycling, Inc.
3.32†		By-Laws of Fairfield County Recycling, Inc.
3.33†		Certificate of Incorporation of FCR Camden, Inc.
3.34†		By-Laws of FCR Camden, Inc.
3.35†		Certificate of Incorporation of FCR Florida, Inc.
3.36†		By-Laws of FCR Florida, Inc.
3.37†		Certificate of Incorporation of FCR Greensboro, Inc.
3.38†		By-Laws of FCR Greensboro, Inc.
3.39†		Certificate of Incorporation of FCR Greenville, Inc.
3.40†		By-Laws of FCR Greenville, Inc.
3.41†		Certificate of Incorporation of FCR Morris, Inc.
3.42†		By-Laws of FCR Morris, Inc.
3.43†		Certificate of Incorporation of FCR Redemption, Inc., as amended.
3.44†		By-Laws of FCR Redemption, Inc.
3.45†		Certificate of Incorporation of FCR Tennessee, Inc.
3.46†		By-Laws of FCR Tennessee, Inc.
3.47†		Certificate of Incorporation of FCR, Inc.
3.48†		By-Laws of FCR, Inc.
3.49†		Articles of Incorporation of Forest Acquisitions, Inc.
3.50†		By-Laws of Forest Acquisitions, Inc.
3.51†		Certificate of Incorporation of Grasslands, Inc.
3.52†		By-Laws of Grasslands, Inc.
3.53†		Certificate of Incorporation of Hakes C & D Disposal, Inc.
3.54†		By-Laws of Hakes C & D Disposal, Inc.
3.55†		Certificate of Incorporation of Hiram Hollow Regeneration Corp.
3.56†		By-Laws of Hiram Hollow Regeneration Corp.

3.57†		Amended and Restated General Partnership Agreement of The Hyland Facility Associates
3.58†		Articles of Incorporation of K-C International, Ltd.
3.59†		By-Laws of K-C International, Ltd.
3.60†		Articles of Incorporation of KTI Bio Fuels, Inc.
3.61†		By-Laws of KTI Bio Fuels, Inc.
3.62†		Certificate of Incorporation of KTI Environmental Group, Inc., as amended.
3.63†		Amended and Restated By-Laws of KTI Environmental Group, Inc.
3.64†		Certificate of Incorporation of KTI New Jersey Fibers, Inc.
3.65†		By-Laws of KTI New Jersey Fibers, Inc.
3.66†		Certificate of Incorporation of KTI Operations Inc.
3.67†		By-Laws of KTI Operations Inc.
3.68†		Certificate of Organization of KTI Recycling of New England, Inc., as amended.
3.69†		Amended and Restated By-Laws of KTI Recycling of New England, Inc.
3.70†		Articles of Incorporation of KTI Specialty Waste Services, Inc.
3.71†		By-Laws of KTI Specialty Waste Services, Inc.
3.72†		Restated Certificate of Incorporation of KTI, Inc., as amended.
3.73†		By-Laws of KTI, Inc.
3.74†		Restated Certificate of Limited Partnership of Maine Energy Recovery Company, Limited Partnership.
3.75†		Amended and Restated Agreement and Certificate of Limited Partnership of Maine Energy Recovery Company, Limited Partnership.
3.76†		Certificate of Incorporation of Mecklenburg County Recycling, Inc.
3.77†		By-Laws of Mecklenburg County Recycling, Inc.
3.78†		Certificate of Incorporation of Natural Environmental, Inc., as amended.
3.79†		By-Laws of Natural Environmental, Inc.
3.80†		Articles of Organization of New England Waste Services of Massachusetts, Inc.
3.81†		By-Laws of New England Waste Services of Massachusetts, Inc.
3.82†		Articles of Incorporation of New England Waste Services of ME, Inc., as amended.
3.83†		By-Laws of New England Waste Services of ME, Inc.
3.84†		Certificate of Incorporation of New England Waste Services of N.Y., Inc., as amended.
3.85†		By-Laws of New England Waste Services of N.Y., Inc.
3.86†		Articles of Incorporation of New England Waste Services of Vermont, Inc., as amended.
3.87†		By-Laws of New England Waste Services of Vermont, Inc.
3.88†		Articles of Association of New England Waste Services, Inc., as amended.
3.89†		By-Laws of New England Waste Services, Inc.
3.90†		Articles of Association of Newbury Waste Management, Inc., as amended.
3.91†		By-Laws of Newbury Waste Management, Inc.
3.92†		Articles of Incorporation of North Country Environmental Services, Inc., as amended.
3.93†		Amended and Restated By-Laws of North Country Environmental Services, Inc.
3.94†		Certificate of Incorporation of Northern Properties Corporation of Plattsburgh, as amended.
3.95†		By-Laws of Northern Properties Corporation of Plattsburgh.
3.96†		Certificate of Incorporation of Northern Sanitation, Inc., as amended.
3.97†		By-Laws of Northern Sanitation, Inc.
3.98†		Certificate of Incorporation of PERC, Inc., as amended.
3.99†		By-Laws of PERC, Inc.
3.100†		Limited Partnership Agreement and Certificate of PERC Management Company Limited Partnership, as amended.
3.101†		Articles of Incorporation of Pine Tree Waste, Inc., as amended.
3.102†		By-Laws of Pine Tree Waste, Inc.
3.103†		Certificate of Incorporation of R.A. Bronson Inc., as amended.
3.104†		By-Laws of R.A. Bronson Inc.
3.105†		Articles of Organization of Resource Recovery of Cape Cod, Inc., as amended.
3.106†		By-Laws of Resource Recovery of Cape Cod, Inc.
3.107†		Articles of Incorporation of Resource Recovery Systems of Sarasota, Inc., as amended.
3.108†		Amended and Restated By-Laws of Resource Recovery Systems of Sarasota, Inc.
3.109†		Certificate of Incorporation of Resource Recovery Systems, Inc., as amended.
3.110†		By-Laws of Resource Recovery Systems, Inc.

3.111†		Articles of Organization of Resource Transfer Services, Inc., as amended.
3.112†		By-Laws of Resource Transfer Services, Inc.
3.113†		Articles of Organization of Resource Waste Systems, Inc., as amended.
3.114†		By-Laws of Resource Waste Systems, Inc.
3.115†		Certificate of Organization of Rochester Environmental Park, LLC, as amended.
3.116†		Operating Agreement of Rochester Environmental Park, LLC, as amended
3.117†		Certificate of Incorporation of Schultz Landfill, Inc.
3.118†		By-Laws of Schultz Landfill, Inc.
3.119†		Articles of Association of Sunderland Waste Management, Inc.
3.120†		By-Laws of Sunderland Waste Management, Inc.
3.121†		Articles of Incorporation of U.S. Fiber, Inc., as amended.
3.122†		By-Laws of U.S. Fiber, Inc.
3.123†		Certificate of Incorporation of Waste-Stream Inc., as amended.
3.124†		By-Laws of Waste-Stream Inc.
3.125†		Certificate of Incorporation of Westfield Disposal Service, Inc., as amended.
3.126†		Amended and Restated By-Laws of Westfield Disposal Service, Inc.
3.127†		Articles of Incorporation of Winters Brothers, Inc., as amended.
3.128†		Amended and Restated By-Laws of Winters Brothers, Inc.
4.1		Indenture, dated January 24, 2003, by and among Casella Waste Systems, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 9.75% Senior Subordinated Notes due 2013, including the form of 9.75% Senior Subordinated Note (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K of Casella Waste Systems, Inc. as filed January 24, 2003 (file no. 000-23211).
4.2*		Exchange and Registration Rights Agreement, dated January 21, 2003, by and among Casella Waste Systems, Inc., the Guarantors listed therein and Purchasers listed therein, relating to the 9.75% Senior Subordinated Notes due 2013.
5.1†		Opinion of Hale and Dorr LLP.
5.2†		Opinion of Bernstein, Shur, Sawyer and Nelson.
5.3†		Opinion of Brooks, Pierce, McLendon, Humphrey & Leonard, LLP.
5.4†		Opinion of Greenberg Traurig, P.A.
5.5†		Opinion of Holland & Knight LLP.
5.6†		Opinion of Paul, Frank & Collins.
5.7†		Opinion of Pierce Atwood.
5.8†		Opinion of Robinson & Cole LLP.
5.9†		Opinion of Hale and Dorr LLP.
10.1		Second Amended and Restated Revolving Credit and Term Loan Agreement, dated January 24, 2003, by and among Casella Waste Systems, Inc. and its Subsidiaries (other than Excluded Subsidiaries), the lending institutions party thereto and Fleet National Bank, individually and as administrative agent, and Bank of America, N.A., individually and as syndication agent, with Fleet Securities, Inc. and Banc of America Securities LLC acting as Co-Arrangers (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K of Casella Waste Systems, Inc. as filed January 24, 2003 (file no. 000-23211)).
10.2		Amendment No. 1 and Release to Second Amended and Restated Revolving Credit and Term Loan Agreement (incorporated by reference to Exhibit 10.36 to the annual report on Form 10-K of Casella Waste Systems, Inc. as filed on July 24, 2003 (file no. 000-23211)).
12.1†		Statement regarding computation of ratio of earnings to fixed charges.
23.1†		Consent of PricewaterhouseCoopers LLP.
23.2†		Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.3†		Consent of Bernstein, Shur, Sawyer and Nelson (included in Exhibit 5.2).
23.4†		Consent of Brooks, Pierce, McLendon, Humphrey & Leonard, LLP (included in Exhibit 5.3).
23.5†		Consent of Greenberg Traurig, P.A. (included in Exhibit 5.4)
23.6†		Consent of Holland & Knight LLP (included in Exhibit 5.5).
23.7†		Consent of Paul, Frank & Collins (included in Exhibit 5.6).
23.8†		Consent of Pierce Atwood (included in Exhibit 5.7).
23.9†		Consent of Robinson & Cole LLP (included in Exhibit 5.8).
23.10†		Consent of Hale and Dorr LLP (included in Exhibit 5.9).

24†		Powers of Attorney (See page II-5 of this Amendment No. 2 to the registration statement, page II-5 of Amendment No. 1 to the registration statement filed on April 16, 2003 and pages II-5 through II-75 of the original filing of this registration statement on February 11, 2003).
25.1*		Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association, as Trustee, on Form T-1, relating to the 9.75% Senior Subordinated Notes due 2013.
99.1†		Form of Letter of Transmittal.
99.2*		Form of Notice of Guaranteed Delivery.
99.3*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
99.4*		Form of Letter to Clients.
99.5†		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

†: Filed herewith.
*: Previously filed.

REPORT OF INDEPENDENT AUDITORS ON
FINANCIAL STATEMENT SCHEDULES

To the Board of Directors and Stockholders
of Casella Waste Systems, Inc.:

Our audits of the consolidated financial statements referred to in our report dated July 22, 2003 appearing in this Registration Statement on Form S-4 also included an audit of the financial statement schedules as of and for the three years ended April 30, 2003 listed in the index appearing on page F-1 of this Registration Statement on Form S-4. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
July 22, 2003

FINANCIAL STATEMENT SCHEDULES

Schedule II
Valuation Accounts

Allowance for Doubtful Accounts

(in thousands)

	April 30,
	2001			2002			2003
Balance at beginning of period	$	5,371		$	4,904		$	821
Additions—Charged to expense		3,105			(895	)		798
Deductions—Bad debts written off, net of recoveries		(3,572	)		(3,188	)		(724	)

Balance at end of period	$	4,904		$	821		$	895

Restructuring

(in thousands)

	April 30,
	2001		2002			2003
Balance at beginning of period	$	—	$	4,151		$	37
Additions—Charged to expense		4,151		(438	)		—
Deductions—Amounts paid		—		(3,676	)		37

Balance at end of period	$	4,151	$	37		$	—

EXHIBIT 3.1

[LOGO]

STATE OF VERMONT

OFFICE OF SECRETARY OF STATE

I, DEBORAH L. MARKOWITZ, SECRETARY OF STATE OF THE STATE OF VERMONT, DO
HEREBY CERTIFY THAT THE ATTACHED IS A TRUE COPY OF

CORPORATE DOCUMENTS

FOR

ALL CYCLE WASTE, INC.

JUNE 7, 2002

GIVEN UNDER MY HAND AND THE SEAL
OF THE STATE OF VERMONT, AT
MONTPELIER, THE STATE CAPITAL

/s/ Deborah L. Markowitz

DEBORAH L. MARKOWITZ
SECRETARY OF STATE

[SEAL]

ARTICLES OF INCORPORATION
OF
ALL CYCLE WASTE, INC.

The undersigned incorporator, in order to form a corporation under the
general corporation laws set forth in the Vermont Business Corporation Act,
certifies as follows:

ARTICLE I
NAME

The name of the corporation is All Cycle Waste, Inc. (the "Corporation").

ARTICLE II
REGISTERED OFFICE AND AGENT

The registered office of the Corporation is located at 199 Main Street,
City of Burlington, County of Chittenden, State of Vermont, and its registered
agent at such address is Downs Rachlin & Martin, P.C., Attention: Thomas H.
Moody, Esq.

ARTICLE III
DURATION

The period of duration shall be perpetual.

ARTICLE IV
OPERATING YEAR

The operating year shall end on the 31st day of December in each year.

ARTICLE V
NUMBER OF SHARES

The aggregate number of shares the Corporation shall have authority to
issue is 10,000 shares. common

ARTICLE VI
LIMITATION OF LIABILITY

A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for money damages for any act or omission as a
director, based upon a failure to

discharge his or her own duties in accordance with Section 8.30 of the Vermont
Business Corporation Act, except liability for (i) the amount of a financial
benefit received by a director to which the director is not entitled, (ii) an
intentional or reckless infliction of harm on the Corporation or the
shareholders, (iii) unlawful distributions voted for or assented to in violation
of Section 6.40 of the Vermont Business Corporation Act, or (iv) an intentional
or reckless criminal act. If the Vermont Business Corporation Act is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Vermont
Business Corporation Act, as so amended. No amendment to or repeal of this
Article by the shareholders shall apply to or have any effect on the liability
of any director of the Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment.

ARTICLE VII
SHAREHOLDER ACTION WITHOUT A MEETING

Shareholder action required or permitted to be taken at a shareholder's
meeting may be taken without a meeting if the action is taken by the holders of
at least a majority of all of the shares entitled to vote on the action, and if
each shareholder is given prior notice of the action proposed to be taken. Each
action must be evidenced by one or more written consents describing the action
taken, signed by the holders of at least a majority of all of the shares
entitled to vote on the action and delivered to the Corporation for inclusion in
the minutes or filing with the corporate records. Prompt notice of any action
taken with less than unanimous written consent in lieu of a meeting of the
shareholders shall be given to all shareholders entitled to vote on such action.

ARTICLE VIII
DIRECTORS

The names and mailing addresses of the persons who are to serve as the
directors of the Corporation, until the first annual meeting of shareholders or
until their successors are elected and qualified, are:

Joseph M. Winters
17 Engineers Drive
Williston, Vermont 05495

- 2 -

Andrew B. Winters
11 Engineers Drive
South Burlington, Vermont 05403

James P. Winters, Jr.
11 Engineers Drive
South Burlington, Vermont 05403

ARTICLE IX
NAME AND ADDRESS OF INCORPORATOR

A. The powers of the incorporator are to terminate upon the filing of
these Articles of Incorporation.

B. The names and mailing address of the incorporator is:

Thomas H. Moody, Esq.
Downs Rachlin & Martin, P.C.
199 Main Street
P.O. Box 190
Burlington, VT 05402-0190 /s/ Thomas H. Moody
-------------------

Dated at Burlington, Vermont, in the County of Chittenden, this 26th day of
July, 1994.

ARTICLES OF INCORPORATION

OFFICE OF SECRETARY OF STATE

FILED JULY 26, 1994

/s/ Donald M Hooper
-------------------

fee of $__________ has been paid.
PAID
SECRETARY OF STATE
94 JUL 26 PM 12:57

[ALL CYCLE, INC. LOGO]

RECYCLING FOR A HEALTHIER VERMONT

July 26, 1994

To Whom It May Concern:

All Cycle, Inc. gives permission to Joseph Winters to use the name All Cycle
Waste, Inc. doing business as All Cycle.

Sincerely,

/s/ Gerry Antonacci
Gerry Antonacci

P.O. Box 976, Williston, VT 05495 864-3615 Fax: 864-6975 [GRAPHIC]

VERMONT SECRETARY OF STATE
LOCATION: 81 RIVER STREET MAIL: 109 STATE STREET
MONTPELIER, VT 05609-1104 (802) 828-2386

ARTICLES OF AMENDMENT

NAME OF CORPORATION ALL CYCLE WASTE, INC.

A CORPORATION MAY AMEND ITS ARTICLES OF INCORPORATION AT ANYTIME TO ADD OR
CHANGE A PROVISION THAT IS REQUIRED OR PERMITTED IN THE ARTICLES OF
INCORPORATION OR TO DELETE A PROVISION NOT REQUIRED. IF A CORPORATION HAS NOT
YET ISSUED SHARES, ITS INCORPORATORS OR BOARD OF DIRECTORS MAY ADOPT ONE OR MORE
AMENDMENTS TO THE CORPORATION'S ARTICLES OF INCORPORATION.

THE TEXT AND DATE OF EACH AMENDMENT ADOPTED. THE FOLLOWING AMENDMENT TO ARTICLE
V OF THE ARTICLES OF INCORPORATION WAS ADOPTED DECEMBER 20, 1996:

"THE AGGREGATE NUMBER OF SHARES THE CORPORATION SHALL HAVE AUTHORITY TO
ISSUE IS ONE MILLION (1,000,000) SHARES."

IF THE AMENDMENT PROVIDES FOR AN EXCHANGE, RECLASSIFICATION, OR CANCELLATION OF
ISSUED SHARES, STATE THE PROVISIONS FOR IMPLEMENTING THE AMENDMENT IF NOT
CONTAINED IN THE AMENDMENT ITSELF.

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

IF THE AMENDMENT WAS ADOPTED BY THE INCORPORATORS OR BOARD OF DIRECTORS, WITHOUT
SHAREHOLDER ACTION, MAKE A STATEMENT TO THAT EFFECT AND THAT SHAREHOLDER ACTION
WAS NOT REQUIRED.

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

DEC 23 1996

IF THE AMENDMENT WAS APPROVED BY SHAREHOLDERS.

(A) THE DESIGNATION, NUMBER OF OUTSTANDING SHARES, NUMBER OF VOTES ENTITLED TO
BE CAST BY EACH VOTING GROUP ENTITLED TO VOTE SEPARATELY ON THE AMENDMENT, AND
NUMBER OF VOTES OF EACH VOTING GROUP REPRESENTED AT THE MEETING.

5,000 COMMON SHARES, BEING ALL OF THE OUTSTANDING SHARES OF THE CORPORATION,
WERE REPRESENTED AT THE MEETING. NO SEPARATE VOTING GROUPS EXIST.

(B) EITHER THE TOTAL NUMBER OF VOTES CAST FOR AND AGAINST THE AMENDMENT BY EACH
VOTING GROUP ENTITLED TO VOTE SEPARATELY ON THE AMENDMENT OR THE TOTAL NUMBER
OF UNDISPUTED VOTES CAST FOR THE AMENDMENT BY EACH VOTING GROUP AND A STATEMENT
THAT THE NUMBER CAST FOR THE AMENDMENT BY EACH VOTING GROUP WAS SUFFICIENT FOR
APPROVAL BY THAT VOTING GROUP.

5,000 VOTES WERE CAST FOR THE AMENDMENT: ZERO VOTES WERE CAST AGAINST. NO
SEPARATE VOTING GROUPS EXIST. THE NUMBER OF VOTES CAST, REPRESENTING UNANIMOUS
APPROVAL, WAS SUFFICIENT FOR APPROVAL OF THE AMENDMENT.

SIGNATURE /s/ Joseph M. Winters TITLE PRESIDENT DATE 12-20-96
---------------------
JOSEPH M. WINTERS

$25.00 FEE MUST BE ATTACHED.

THIS APPLICATION MUST BE TYPEWRITTEN OR PRINTED AND MUST BE FILED IN DUPLICATE.

OFFICE OF SECRETARY OF STATE

FILED DEC 23 1996

/s/ James F. Milne
------------------
FEE OF $ 25.00 HAS BEEN PAID.
PAID

VERMONT
SECRETARY OF STATE
97 DEC 19 PM 9:28

ARTICLES OF MERGER

JC ACQUISITION, INC.
(A VERMONT CORPORATION)

INTO

ALL CYCLE WASTE, INC.
(A VERMONT CORPORATION)

Pursuant to the provisions of Sections 11.01 et seq. of the Vermont
Business Corporation Act, the undersigned corporation, All Cycle Waste, Inc.,
adopts the following Articles of Merger for the purpose of merging JC
Acquisition, Inc. into All Cycle Waste, Inc., with All Cycle Waste, Inc. as the
surviving corporation:

FIRST: The Plan of Merger, a copy of which is attached hereto and
identified as "Exhibit A", was approved by the Board of Directors and the sole
shareholder of JC Acquisition, Inc., and by the Board of Directors and
shareholders of All Cycle Waste, Inc., in the manner prescribed by Section 11.03
of the Vermont Business Corporation Act.

SECOND: As to each of the constituent corporations, the number of shares
outstanding and the designation and number of outstanding shares of each class
entitled to vote as a class on such plan, are as follows:

NUMBER OF
NUMBER VOTES
NAME OF OF SHARES DESIGNATION ENTITLED TO
CORPORATION OUTSTANDING OF CLASS BE CAST
----------- ----------- ----------- -----------

JC Acquisition, Inc. 1,000 Common 1,000
All Cycle Waste, Inc. 13,335 Common 13,335

DEC 19 1997

THIRD: As to each of the constituent corporations, the total number of
shares voted for and against such plan, respectively, and, as to each class
entitled to vote thereon as a class, the number of shares of such class voted
for and against such plan, respectively, are as follows:

TOTAL TOTAL
NAME OF VOTED VOTED VOTED VOTED
CORPORATION FOR AGAINST CLASS FOR AGAINST
- ----------- ----- ------- ----- ----- -------

JC Acquisition, Inc. 1,000 None Common 1,000 None
All Cycle Waste, Inc. 13,335 None Common 13,335 None

FOURTH: The merger shall take effect upon the later to occur of (i) the
filing of Articles of Merger relating to this merger with the Secretary of State
of Vermont; or (ii) the filing of Articles of Merger for the merger of WB
Acquisition, Inc. into Winters Brothers, Inc. with the Secretary of State of
Vermont.

Dated: December 19, 1997.

JC ACQUISITION, INC.,
A VERMONT CORPORATION

BY: /s/ John W. Casella
--------------------------
JOHN W. CASELLA,
ITS PRESIDENT

ALL CYCLE WASTE, INC.,
A VERMONT CORPORATION

BY: /s/ Joseph M. Winters
--------------------------
JOSEPH M. WINTERS,
ITS PRESIDENT

STATE OF VERMONT
CHITTENDEN COUNTY, SS.

At Burlington, in said County, this 19th day of December, 1997, personally
appeared JOHN CASELLA, duly authorized agent of JC ACQUISITION, INC., who
acknowledged the above instrument, by him sealed and subscribed, to be his free
act and deed and the free act and deed of JC ACQUISITION, INC.

Before me,

/s/ Catherine Kronk
-------------------------------
Notary Public

Feb 10 '99
-------------------------------
Commission Expires

STATE OF VERMONT
CHITTENDEN COUNTY, SS.

At Burlington, in said County, this 19 day of December, 1997, personally
appeared JOSEPH M. WINTERS, duly authorized agent of ALL CYCLE WASTE, INC., who
acknowledged the above instrument, by him sealed and subscribed, to be his free
act and deed and the free act and deed of ALL CYCLE WASTE, INC.

Before me,

/s/ Catherine Kronk
-------------------------------
Notary Public

Feb 10 '99
-------------------------------
Commission Expires

EXHIBIT A

PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of the 19th day of December, 1997,
pursuant to Sections 11.01 et seq. of the Vermont Business Corporation Act by
and between JC ACQUISITION, INC., a Vermont corporation ("JC Acquisition"), and
ALL CYCLE WASTE, INC., a Vermont corporation ("All Cycle") (the two parties
being sometimes collectively referred to as the "Constituent Corporations").

WHEREAS, JC Acquisition is a corporation duly organized and existing under
the laws of the State of Vermont, with authorized capital stock of 1,000 shares
of common stock, without par value, all of which immediately prior to the
Effective Date, as defined in Section 1.5 hereof, will be issued and outstanding
and held by Casella Waste Systems, Inc., a Delaware corporation ("CWS"); and

WHEREAS, All Cycle is a corporation duly organized and existing under the
laws of the State of Vermont, with authorized capital stock of 1,000,000 shares
of common stock, with no par value, of which 13,335 shares are issued and
outstanding; and

WHEREAS, the Boards of Directors and shareholders of JC Acquisition and All
Cycle have adopted resolutions declaring advisable the proposed merger (the
"Merger") of JC Acquisition with and into All Cycle upon the terms and
conditions hereinafter set forth and more particularly set forth in an Agreement
and Plan of Merger among CWS, JC Acquisition, All Cycle, WB Acquisition, Inc.,
Winter Brothers, Inc. and the shareholders of All Cycle and Winter Brothers,
Inc. dated December 19, 1997 (the "Merger Agreement").

NOW THEREFORE, the Constituent Corporations agree to effect the Merger
provided for in this Plan of Merger (the "Plan") on the terms and conditions set
forth herein.

1. GENERAL

Section 1.1 MERGER. On the Effective Date, JC Acquisition shall be
merged into All Cycle (the "Merger"), and All Cycle will be the surviving
corporation and whose name shall continue to be All Cycle Waste, Inc.

Section 1.2 CAPITALIZATION. The number of authorized shares of
capital stock of the surviving corporation shall be 1,000 shares of common
stock, with no par value.

Section 1.3 CERTIFICATE OF INCORPORATION AND BY-LAWS. On the
Effective Date, the Articles of Incorporation of All Cycle, as in effect prior
to the Effective Date, shall be the same as the Articles of Incorporation of JC
Acquisition immediately prior to the Effective Date, except that the name of the
corporation set forth therein shall be changed to All Cycle Waste, Inc.

More particularly, the Articles of Incorporation of the surviving corporation
shall be amended to include the following:

- Corporate Name: All Cycle Waste, Inc.

- Registered Agent: Miller, Eggleston & Cramer, Ltd.

- Address of Registered Office: 150 South Champlain Street
Burlington, VT 05401

- Operating Year: April 30 is fiscal year end

- General Corporation (T.11A)

- Number of shares corporation
is authorized to issue: 1,000 shares of common stock

- Classes of shares: N/A

- Purpose: Any lawful purpose

- Directors: John W. Casella
25 Greens Hill Lane
Rutland, VT

Douglas R. Casella
25 Greens Hill Lane
Rutland, VT

James W. Bohlig
25 Greens Hill Lane
Rutland, VT

Section 1.4 DIRECTORS AND OFFICERS. The officers and directors of
JC Acquisition shall become the officers and directors of All Cycle as of the
Effective Date.

Section 1.5 EFFECTIVE DATE. The merger shall take effect upon the
later to occur of (i) the filing of the Articles of Merger relating to the
Merger with the Secretary of State of Vermont; or (ii) the filing of Articles of
Merger for the merger of WB Acquisition, Inc. into Winters Brothers, Inc. with
the Secretary of State of Vermont (the "Effective Date"). On the Effective Date
of the Merger, the separate existence of JC Acquisition shall cease, and all of
its property rights, privileges and franchises, of whatever nature and
description, shall be transferred to, vest in and devolve upon All Cycle without
further act or deed. Confirmatory deeds, assignments or other like instruments,
when deemed desirable by All Cycle to evidence such

transfer, vesting or devolution of any property, right, privilege or franchise,
shall at any time, or from time to time, be made and delivered in the name of JC
Acquisition by the acting officers thereof, or by the corresponding officers of
the surviving corporation, All Cycle Waste, Inc.

SECTION 2. CAPITAL STOCK OF THE SURVIVING CORPORATION. Each share of
common stock of JC Acquisition, Inc. issued and outstanding immediately prior to
the Effective Date shall, upon the Effective Date, by virtue of the merger and
without any action on the part of the holder thereof, be converted into and
represent one share of common stock of All Cycle. Each share of common stock of
All Cycle issued and outstanding immediately prior to the Effective Date shall,
upon the Effective Date, by virtue of the merger and without any action on the
part of the holder thereof, be exchanged for and converted into such number of
shares of Class A common stock of Casella Waste Systems, Inc. as is equal to the
Conversion Ratio (as such term is defined in the Merger Agreement), all as is
more specifically set forth in the Merger Agreement.

SECTION 3. MISCELLANEOUS

Section 3.1 AGREEMENT AND PLAN OF MERGER. The obligations of All
Cycle and JC Acquisition to effect the merger shall be subject to all of the
terms and conditions of the Merger Agreement, and none of the provisions of the
Merger Agreement shall be deemed to be enlarged, modified or altered in any way
by this Plan. In the event of any inconsistency between the Plan and the Merger
Agreement, the Merger Agreement shall govern. Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Merger Agreement.

Dated at Burlington, Vermont, the day and year first set forth above.

JC ACQUISITION, INC.

/s/ Catherine Kronk By: /s/ John W. Casella
- -------------------- --------------------------
Witness John W. Casella, Its President

ALL CYCLE WASTE, INC.

/s/ Catherine Kronk By: /s/ Joseph M. Winters
- -------------------- --------------------------
Witness Joseph M. Winters, Its President



                                                                     EXHIBIT 3.2

                         BYLAWS OF ALL CYCLE WASTE, INC.

                               ARTICLE I. OFFICES

SECTION 1.1    BUSINESS OFFICE.

               The principal office of the corporation shall be located at any
place either within or outside the State of Vermont as designated in the
corporation's most current annual report filed with the Vermont Secretary of
State. The corporation may have such other offices, either within or without the
State of Vermont as the board of directors may designate or as the business of
the corporation may require from time to time. The corporation shall maintain at
its principal office a copy of certain records, as specified in Section 2.14 of
these bylaws.

SECTION 1.2    REGISTERED OFFICE.

               The registered office of the corporation shall be located within
Vermont and may be, but need not be, identical with the principal office (if
located within Vermont). The address of the registered office may be changed
from time to time.

                            ARTICLE II. SHAREHOLDERS

SECTION 2.1    ANNUAL SHAREHOLDER MEETING.

               The annual meeting of the shareholders shall be held on the 1st
day of April in each year, beginning with the year 1995, or on such other day
within 120 days of the close of the corporation's fiscal year as shall be fixed
by the board of directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of Vermont,
such meeting shall be held on the next succeeding business day.

               If the election of directors shall not be held on the day
designated herein for any annual meeting of the shareholders, or at any
subsequent continuation after adjournment thereof, the board of directors shall
cause the election to be held at a special meeting of the shareholders as soon
thereafter as convenient.

SECTION 2.2    SPECIAL SHAREHOLDER MEETINGS.

               Special meetings of the shareholders, for any purpose or purposes
described in the meeting notice, may be called by the president, or by the board
of directors or by the secretary, and shall be called by the president or
secretary at the request of the holders of not less than one-tenth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting; provided that such request for a special meeting must be in writing and
signed and dated by holders of the required number of shares.

                                        1


SECTION 2.3    PLACE OF SHAREHOLDER MEETING; TELECOMMUNICATIONS.

               The board of directors or the notice of meeting may designate any
place, either within or without the State of Vermont, as the place of meeting
for any annual or any special meeting of the shareholders, unless by written
consents (which may be in the form of waivers of notice or otherwise), all
shareholders entitled to vote at the meeting designate a different place, either
within or without the State of Vermont, as the place for the holding of such
meeting. If no designation is made by either the directors or unanimous action
of the voting shareholders, the place of meeting shall be the principal office
of the corporation in the State of Vermont. Rather than holding a meeting at a
designated location, any annual or special meeting of the shareholders may be
conducted by means of any telecommunications mechanism, including
video-conference telecommunication.

SECTION 2.4    NOTICE OF SHAREHOLDER MEETING.

               (a) REQUIRED NOTICE. Written notice stating the date, time and
place of any annual or special shareholder meeting shall be delivered not less
than 10 nor more than 60 days before the date of the meeting, either personally
or by mail, by or at the direction of the president, the board of directors, or
other persons calling the meeting, to each shareholder of record entitled to
vote at such meeting and to any other shareholder entitled by the Vermont
Business Corporation Act or the articles of incorporation to receive notice of
the meeting. Notice shall be deemed to be effective at the earliest of: (1) when
deposited in the United States mail, correctly addressed to the shareholder at
his or her address as shown on the corporation's then current record of
shareholders, with first class postage thereon prepaid; (2) on the date shown on
the return receipt if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee; (3) when
received; or (4) five days after deposit in the United States mail, if mailed
postpaid and correctly addressed to an address other than that shown in the
corporation's then current record of shareholders.

               (b) ADJOURNED MEETING. If any shareholder meeting is adjourned to
a different date, time, or place, notice need not be given of the new date,
time, and place if the new date, time, and place is announced at the meeting
before adjournment. However, if a new record date for the adjourned meeting is,
or must be fixed (SEE Section 2.5), then notice must be given pursuant to the
requirements of paragraph (a) of this Section 2.4 to those persons who are
shareholders as of the new record date.

               (c) WAIVER OF NOTICE. The shareholder may waive notice of the
meeting (or any notice required by the Vermont Business Corporation Act,
articles of incorporation, or bylaws) by a writing signed by the shareholder
entitled to the notice, which is delivered to the corporation (either before or
after the date and time stated in the notice) for inclusion in the minutes or
filing with the corporate records.

                                        2


                    A shareholder's attendance at a meeting:

                    (1)  waives objection to lack of notice or defective notice
                         of the meeting, unless the shareholder at the beginning
                         of the meeting objects to holding the meeting or
                         transacting business at the meeting; and
                    (2)  waives objection to consideration of a particular
                         matter at the meeting that is not within the purpose or
                         purposes described in the meeting notice, unless the
                         shareholder makes timely objection to considering the
                         matter when it is presented, or when the shareholder
                         thereafter becomes aware that the matter has been
                         presented.

               (d)  CONTENTS OF NOTICE. The notice of each special shareholder
meeting shall include a description of the purpose or purposes for which the
meeting is called. Except as provided in this Section 2.4(d), or as provided in
the corporation's articles, or otherwise in the Vermont Business Corporation
Act, the notice of an annual shareholder meeting need not include a description
of the purpose or purposes for which the meeting is called.

                    If a purpose of any shareholder meeting is to consider
either: (1) a proposed amendment to the articles of incorporation (including any
restated articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property other than in the usual and
regular course of business; (4) the dissolution of the corporation; or (5) the
removal of a director, the notice must so state and be accompanied by a copy or
summary, as the case may be, of the: (1) articles of amendment; (2) plan of
merger or share exchange; or (3) transaction for disposition of all the
corporation's property. If the proposed corporate action creates dissenters'
rights, the notice must state that shareholders are or may be entitled to assert
dissenters' rights, and must be accompanied by a copy of Chapter 13 of the
Vermont Business Corporation Act. If the corporation issues, or authorizes the
issuance of shares for promissory notes, the corporation shall report in writing
to all the shareholders the number of shares authorized or issued, and the
consideration received with or before the notice of the next shareholder
meeting. Likewise, if the corporation indemnifies or advances expenses to a
director, such action shall be reported to all the shareholders with or before
notice of the next shareholder meeting.

SECTION 2.5    FIXING OF RECORD DATE.

               For the purpose of determining shareholders of any voting group
entitled to notice of or to vote at any meeting of shareholders, or shareholders
entitled to receive payment of any distribution or dividend, or in order to make
a determination of shareholders for any other proper purpose, the board of
directors may fix in advance a date as the record date. Such record date shall
not be less than 10 nor more than 70 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no record date is so fixed by the board for the determination of shareholders
entitled to notice of, or to vote at a meeting of shareholders, or shareholders
entitled to receive a share dividend or distribution, the record date for
determination of such shareholders shall be at the close of business on:

                                        3


               (a)  With respect to an annual shareholder meeting or any special
                    shareholder meeting called by the board or any person
                    specifically authorized by the board or these bylaws to call
                    such a meeting, the day before the first notice is delivered
                    to shareholders;
               (b)  With respect to a special shareholder meeting demanded by
                    the shareholders, the date the first shareholder signs the
                    demand;
               (c)  With respect to the payment of a share dividend, the date
                    the board authorizes the share dividend;
               (d)  With respect to actions taken in writing without a meeting
                    (pursuant to Section 2.12), the date the first shareholder
                    signs a consent; and
               (e)  With respect to a distribution to shareholders, (other than
                    one involving a repurchase or reacquisition of shares), the
                    date the board authorizes the distribution.

               When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof unless the board of
directors fixes a new record date which it must do if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.

SECTION 2.6    SHAREHOLDER LIST.

               The officer or agent having charge of the stock transfer books
for shares of the corporation shall make a complete record of the shareholders
entitled to vote at each meeting of shareholders thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
The list must be arranged by voting group (if such exists) and within each
voting group by class or series of shares. The shareholder list must be
available for inspection by any shareholder, beginning two business days after
notice of the meeting is given for which the list was prepared and continuing
through the meeting. The list shall be available at the corporation's principal
office or at a place identified in the meeting notice in the city where the
meeting is to be held. A shareholder, his or her agent, or attorney is entitled
on written demand to inspect and, subject to the requirements of Section 2.14,
to copy the list during regular business hours and at his or her expense, during
the period it is available for inspection. The corporation shall maintain the
shareholder list in written form or in another form capable of conversion into
written form within a reasonable time.

SECTION 2.7    SHAREHOLDER QUORUM AND VOTING REQUIREMENTS.

               If the articles of incorporation or the Vermont Business
Corporation Act provides for voting by a single voting group on a matter, action
on that matter is taken when voted upon by that voting group.

               Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. Unless the articles of incorporation, a bylaw adopted
pursuant to Section 2.8, or the Vermont Business Corporation Act provides
otherwise, a majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter.

                                        4


               If the articles of incorporation or the Vermont Business
Corporation Act provides for voting by two or more voting groups on a matter,
action on that matter is taken only when voted upon by each of those voting
groups counted separately. Action may be taken by one voting group on a matter
even though no action is taken by another voting group entitled to vote on the
matter.

               Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

               If a quorum exists, action on a matter (other than the election
of directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation, a bylaw adopted pursuant to Section 2.8, or the
Vermont Business Corporation Act requires a greater number of affirmative votes.

SECTION 2.8    INCREASING QUORUM OR VOTING REQUIREMENTS.

               For purposes of this Section 2.8, a "supermajority quorum" is a
requirement that more than a majority of the votes of the voting group be
present to constitute a quorum; and a "supermajority voting requirement" is any
requirement that requires the vote of more than a majority of affirmative votes
of a voting group at a meeting.

               The shareholders, but only if specifically authorized to do so by
the articles of incorporation, may adopt, amend, or delete a bylaw which fixes a
supermajority quorum or supermajority voting requirement.

               The adoption or amendment of a bylaw that adds, changes, or
deletes a supermajority quorum or supermajority voting requirement for
shareholders must meet the same quorum requirement and be adopted by the same
vote and voting groups required to take action under the quorum and voting
requirement then in effect or proposed to be adopted, whichever is greater.

               A bylaw that fixes a supermajority quorum or supermajority voting
requirement for shareholders may not be adopted, amended, or repealed by the
board of directors

SECTION 2.9    PROXIES.

               At all meetings of shareholders, a shareholder may vote in
person, or vote by proxy which is executed in writing by the shareholder or
which is executed by his or her duly authorized attorney-in-fact. Such proxy
shall be filed with the secretary of the corporation or other person authorized
to tabulate votes before or at the time of the meeting. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in the
proxy. Every proxy shall be revocable at the pleasure of the shareholder
executing it, except where the proxy conspicuously states that it is irrevocable
and the proxy is coupled with an interest.

                                        5


SECTION 2.10   VOTING OF SHARES.

               Unless otherwise provided in the articles of incorporation, each
outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.

               Except as provided by specific court order, no shares held by
another corporation, if a majority of the shares entitled to vote for the
election of directors of such other corporation are held by the corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting. Provided,
however, the prior sentence shall not limit the power of the corporation to vote
any shares, including its own shares, held by it in a fiduciary capacity.

               Redeemable shares are not entitled to vote after notice of
redemption is mailed to the holders and a sum sufficient to redeem the shares
has been deposited with a bank, trust company, or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares.

SECTION 2.11   CORPORATION'S ACCEPTANCE OF VOTES.

               (a)  If the name signed on a vote, consent, waiver, or proxy
                    appointment corresponds to the name of a shareholder, the
                    corporation, if acting in good faith, is entitled to accept
                    the vote, consent, waiver, or proxy appointment and give it
                    effect as the act of the shareholder.

               (b)  If the name signed on a vote, consent, waiver, or proxy
                    appointment does not correspond to the name of its
                    shareholder, the corporation, if acting in good faith, is
                    nevertheless entitled to accept the vote, consent, waiver,
                    or proxy appointment and give it effect as the act of the
                    shareholder if:

                    (1)  the shareholder is an entity as defined in the Vermont
                         Business Corporation Act and the name signed purports
                         to be that of an officer or agent of the entity;
                    (2)  the name signed purports to be that of an
                         administrator, executor, guardian, or conservator
                         representing the shareholder and, if the corporation
                         requests, evidence of fiduciary status acceptable to
                         the corporation has been presented with respect to the
                         vote, consent, waiver, or proxy appointment;
                    (3)  the name signed purports to be that of a receiver or
                         trustee in bankruptcy of the shareholder and, if the
                         corporation requests, evidence of this status
                         acceptable to the corporation has been presented with
                         respect to the vote, consent, waiver or proxy
                         appointment;
                    (4)  the name signed purports to be that of a pledgee,
                         beneficial owner, or attorney-in-fact of the
                         shareholder and, if the corporation requests, evidence
                         acceptable to the corporation of the signatory's
                         authority to sign for the shareholder has been
                         presented with respect to the vote, consent, waiver, or
                         proxy appointment; or

                                        6


                    (5)  two or more persons are the shareholder as co-tenants
                         or fiduciaries and the name signed purports to be the
                         name of at least one of the co-owners and the person
                         signing appears to be acting on behalf of all the
                         co-owners.

               (c)  The corporation is entitled to reject a vote, consent,
                    waiver, or proxy appointment if the secretary or other
                    officer or agent authorized to tabulate votes, acting in
                    good faith, has reasonable basis for doubt about the
                    validity of the signature on it or about the signatory's
                    authority to sign for the shareholder.

               (d)  The corporation and its officer or agent who accepts or
                    rejects a vote, consent, waiver, or proxy appointment in
                    good faith and in accordance with the standards of this
                    section are not liable in damages to the shareholder for the
                    consequences of the acceptance or rejection.

               (e)  Corporate action based on the acceptance or rejection of a
                    vote, consent, waiver, or proxy appointment under this
                    section is valid unless a court of competent jurisdiction
                    determines otherwise.

SECTION 2.12   INFORMAL ACTION BY SHAREHOLDERS.

               Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more consents in writing,
setting forth the actions so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof and are delivered to
the corporation for inclusion in the minute book. If the act to be taken
requires that notice be given to non-voting shareholders, the corporation shall
give the non-voting shareholders written notice of the proposed action at least
10 days before the action is taken, which notice shall contain or be accompanied
by the same material that would have been required if a formal meeting had been
called to consider the action.

               Action may be taken by consent of a majority of the shareholders
entitled to vote thereon to the extent permitted, and in accordance with the
procedures set forth, in the articles of incorporation.

               A consent signed under this section has the effect of a meeting
vote and may be described as such in any document.

SECTION 2.13   VOTING FOR DIRECTORS.

               Unless otherwise provided in the articles of incorporation,
directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.

SECTION 2.14   SHAREHOLDER'S RIGHTS TO INSPECT CORPORATE RECORDS.

               (a)  MINUTES AND ACCOUNTING RECORDS. The corporation shall keep
                    as permanent records minutes of all meetings of its
                    shareholders and board of directors, a

                                        7


                    record of all actions taken by the shareholders or board of
                    directors without a meeting, and a record of all actions
                    taken by a committee of the board of directors in place of
                    the board of directors on behalf of the corporation. The
                    corporation shall maintain appropriate accounting records.

               (b)  ABSOLUTE INSPECTION RIGHTS OF RECORDS REQUIRED AT PRINCIPAL
                    OFFICE. If a shareholder gives the corporation written
                    notice of his or her demand at least five business days
                    before the date on which the shareholder wishes to inspect
                    and copy, the shareholder (or his or her agent or attorney)
                    has the right to inspect and copy, during regular business
                    hours, any of the following records, all of which the
                    corporation is required to keep at its principal office (or,
                    if such office is not in Vermont, at its registered office
                    in Vermont):

                    (1)  its articles or restated articles of incorporation and
                         all amendments to them currently in effect;
                    (2)  its bylaws or restated bylaws and all amendments to
                         them currently in effect;
                    (3)  resolutions adopted by its board of directors creating
                         one or more classes or series of shares, and fixing
                         their relative rights, preferences, and limitations, if
                         shares issued pursuant to those resolutions are
                         outstanding;
                    (4)  the minutes of all shareholders' meetings, and records
                         of all action taken by shareholders without a meeting;
                    (5)  all written communications to shareholders generally
                         within the past three years, including the financial
                         statements furnished for the past three years to the
                         shareholders;
                    (6)  a list of the names and business addresses of its
                         current directors and officers; and
                    (7)  its most recent annual report delivered to the
                         Secretary of State.

               (c)  CONDITIONAL INSPECTION RIGHT. In addition, if a shareholder
                    gives the corporation a written demand made in good faith
                    and for a proper purpose at least five business days before
                    the date on which he or she wishes to inspect and copy, he
                    or she describes with reasonable particularity his or her
                    purpose and the records he or she desires to inspect, and
                    the records are directly connected with his or her purpose,
                    a shareholder of the corporation (or his or her agent or
                    attorney) is entitled to inspect and copy, during regular
                    business hours at a reasonable location specified by the
                    corporation, any of the following records of the
                    corporation:

                    (1)  accounting records of the corporation; and
                    (2)  the record of shareholders (compiled no earlier than
                         the date of the shareholder's demand).

               (d)  COPY COSTS. The right to copy records includes, if
                    reasonable, the right to receive copies made by
                    photographic, xerographic, or other means. The corporation
                    may impose a reasonable charge, covering the costs of labor
                    and

                                        8


                    material, for copies of any documents provided to the
                    shareholder. The charge may not exceed the estimated cost of
                    production or reproduction of the records.

               (e)  SHAREHOLDER INCLUDES BENEFICIAL OWNER. For Purposes of this
                    Section 2.14, the term "shareholder" shall include a
                    beneficial owner whose shares are held in a voting trust or
                    by a nominee on his or her behalf.

SECTION 2.15   FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE SHAREHOLDERS.

               (a)  The corporation shall furnish its shareholders annual
                    financial statements (which may be consolidated or combined
                    statements of the corporation and one or more of its
                    subsidiaries, as appropriate) that include a balance sheet
                    as of the end of the fiscal year, an income statement for
                    that year, and a statement of changes in shareholders'
                    equity for the year unless that information appears
                    elsewhere in the financial statements. If financial
                    statements are prepared for the corporation on the basis of
                    generally accepted accounting principles, the annual
                    financial statements for the shareholders also must be
                    prepared on that basis.

               (b)  If the annual financial statements are reported upon by a
                    public accountant, his or her report must accompany them. If
                    not reported upon by a public accountant, the statements
                    must be accompanied by a statement of the president or the
                    person responsible for the corporation's accounting records:

                    (1)  stating his or her reasonable belief whether the
                         statements were prepared on the basis of generally
                         accepted accounting principles and, if not, describing
                         the basis of preparation; and
                    (2)  describing any respect in which the statements were not
                         prepared on a basis of accounting consistent with the
                         statements prepared for the preceding year.

               (c)  The corporation shall mail the annual financial statements
                    to each shareholder within 120 days after the close of each
                    fiscal year. Thereafter, on written request from a
                    shareholder who was not mailed the statements, the
                    corporation shall mail to the shareholder the latest
                    financial statements.

SECTION 2.16   DISSENTERS' RIGHTS.

               Each shareholder shall have the right to dissent from and obtain
payment of the fair value of his or her shares when so authorized by the Vermont
Business Corporation Act, the articles of incorporation, these bylaws, or in a
resolution of the board of directors.

                                        9


                         ARTICLE III. BOARD OF DIRECTORS

SECTION 3.1    GENERAL POWERS.

               Unless the articles of incorporation have dispensed with or
limited the authority of the board of directors by describing who will perform
some or all of the duties of a board of directors, all corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, the board of directors.

SECTION 3.2    NUMBER, TENURE, AND QUALIFICATIONS OF DIRECTORS.

               Unless otherwise provided in the articles of incorporation, the
number of directors of the corporation shall be at least three (3) persons, the
exact number to be determined by the shareholders at any meeting; provided that,
if the number of shareholders is less than three (3), the number of directors
may be a minimum number equal to the number of shareholders. If the articles of
incorporation do not name the initial directors, the incorporators shall
determine the number of directors on the initial board. Each director shall hold
office until the next annual meeting of shareholders or until removed. However,
if his or her term expires, the director shall continue to serve until his or
her successor shall have been elected and qualified or until there is a decrease
in the number of directors. Directors need not be residents of the State of
Vermont or shareholders of the corporation unless so required by the articles of
incorporation.

SECTION 3.3    REGULAR MEETINGS OF THE BOARD OF DIRECTORS.

               A regular meeting of the board of directors shall be held without
other notice than this bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place (which may be within or without the State of
Vermont) for the holding of additional regular meetings without other notice
than such resolution. As is provided by Section 3.7 of these bylaws, any such
regular meeting may be held by telephone.

SECTION 3.4    SPECIAL MEETINGS OF THE BOARD OF DIRECTORS.

               Special meetings of the board of directors may be called by or at
the request of the president or any one director. The person authorized to call
special meetings of the board of directors may fix any place either within or
without the State of Vermont as the place for holding any special meeting of the
board of directors. As is provided by Section 3.7 of these bylaws, such meeting
may be held by telephone.

SECTION 3.5    NOTICE OF, AND WAIVER OF NOTICE FOR, SPECIAL DIRECTOR MEETINGS.

               Unless the articles of incorporation provide for a longer or
shorter period, notice of any special director meeting shall be given at least
two business days prior thereto either orally or in writing. If mailed, notice
of any director meeting shall be deemed to be effective

                                       10


at the earliest of: (1) when received; (2) five days after deposited in the
United States mail, addressed to the director's business office, with postage
thereon prepaid; or (3) the date shown on the return receipt if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the director. Any director may waive notice of any
meeting. Except as provided in the next sentence, the waiver must be in writing,
signed by the director entitled to the notice, and filed with the minutes or
corporate records. The attendance (including participation by telephone) of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business and at the beginning of the meeting (or
promptly upon his or her arrival) objects to holding the meeting or transacting
business at the meeting, and does not thereafter vote for or assent to action
taken at the meeting. Unless required by the articles of incorporation, neither
the business to be transacted at, nor the purpose of, any special meeting of the
board of directors need be specified in the notice or waiver of notice of such
meeting.

SECTION 3.6    DIRECTOR QUORUM.

               A majority of the number of directors shall constitute a quorum
for the transaction of business at any meeting of the board of directors, unless
the articles of incorporation require a greater number. Any amendment to this
quorum requirement is subject to the provisions of Section 3.8 of these bylaws.

SECTION 3.7    DIRECTORS, MANNER OF ACTING.

               The act of a majority of the directors present at a meeting at
which a quorum is present when the vote is taken shall be the act of the board
of directors unless the articles of incorporation require a greater percentage.
Any amendment which changes the number of directors needed to take action is
subject to the provisions of Section 3.8 of these bylaws.
[B
               Unless the articles of incorporation provide otherwise, any or
all directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.

               A director who is present at a meeting of the board of directors
or a committee of the board of directors when corporate action is taken is
deemed to have assented to the action taken unless: (1) the director objects at
the beginning of the meeting (or promptly upon his or her arrival) to holding it
or transacting business at the meeting; or (2) his or her dissent or abstention
from the action taken is entered in the minutes of the meeting; or (3) the
director delivers written notice of his or her dissent or abstention to the
presiding officer of the meeting before its adjournment. The right of dissent or
abstention is not available to a director who votes in favor of the action
taken.

                                       11


SECTION 3.8    ESTABLISHING A SUPERMAJORITY QUORUM OR VOTING REQUIREMENT FOR THE
BOARD OF DIRECTORS.

               For the purposes of this Section 3.8, a "supermajority quorum"
is a requirement that more than a majority of the directors in office must be
present to constitute a quorum, and a "supermajority voting requirement" is any
requirement that requires the vote of more than a majority of those directors
present at a meeting at which a quorum is present in order to be the act of the
directors.

               A bylaw that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:

                    (1)  if originally adopted by the shareholders, only by the
                         shareholders (unless otherwise provided by the
                         shareholders); or
                    (2)  if originally adopted by the board of directors, either
                         by the shareholders or by the board of directors.

               A bylaw adopted or amended by the shareholders that fixes a
supermajority quorum or supermajority voting requirement for the board of
directors may provide that it may be amended or repealed only by a specified
vote of either the shareholders or the board of directors.

               Subject to the provisions of the preceding paragraph, action by
the board of directors to adopt, amend, or repeal a bylaw that changes the
quorum or voting requirement for the board of directors must meet the same
quorum requirement and be adopted by the same vote required to take action under
the quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.

SECTION 3.9    DIRECTOR ACTION WITHOUT A MEETING.

               Unless the articles of incorporation provide otherwise, any
action required or permitted to be taken by the board of directors at a meeting
may be taken without a meeting if all the directors take the action, each one
signs a written consent describing the action taken, and the consents are filed
with the records of the corporation. Action taken by consent is effective when
the last director signs the consent, unless the consent specifies a different
effective date. A signed consent has the effect of a meeting vote and may be
described as such in any document.

SECTION 3.10   REMOVAL OF DIRECTORS.

               The shareholders may remove one or more directors at a meeting
called for that purpose if notice has been given that a purpose of the meeting
is such removal. The removal may be with or without cause unless the articles of
incorporation provide that directors may be removed only for cause. If a
director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove him or her. If
cumulative voting is authorized, a director may not be removed if the number of
votes

                                       12


sufficient to elect him or her under cumulative voting is voted against his or
her removal. If cumulative voting is not authorized, a director may be removed
only if the number of votes cast to remove him or her exceeds the number of
votes cast not to remove him or her.

SECTION 3.11   BOARD OF DIRECTOR VACANCIES.

               Unless the articles of incorporation provide otherwise, if a
vacancy occurs on the board of directors, including a vacancy resulting from an
increase in the number of directors, the shareholders may fill the vacancy.
During such time that the shareholders fail or are unable to fill such
vacancies, then and until the shareholders act:

                    (1)  the board of directors may fill the vacancy; or
                    (2)  if the directors remaining in office constitute fewer
                         than a quorum of the board, they may fill the vacancy
                         by the affirmative vote of a majority of all the
                         directors remaining in office.

               If the vacant office was held by a director elected by a voting
group of shareholders, only the holders of shares of that voting group are
entitled to vote to fill the vacancy if it is filled by the shareholders.

               A vacancy that will occur at a specific later date (by reason of
a resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

               The term of a director elected to fill a vacancy expires at the
new shareholders' meeting at which directors are elected. Despite the expiration
of his or her term, the director shall continue to serve until his or her
successor is elected and qualifies or until there is a decrease in the number of
directors.

SECTION 3.12   DIRECTOR COMPENSATION.

               Unless otherwise provided in the articles of incorporation, by
resolution of the board of directors, each director may be paid his or her
expenses, if any, of attendance at each meeting of the board of directors, and
may be paid a stated salary as director or a fixed sum for attendance at each
meeting of the board of directors or both. No such payment shall preclude any
director from serving the corporation in any capacity and receiving compensation
therefor.

SECTION 3.13   DIRECTOR COMMITTEES.

                    (a)  CREATION OF COMMITTEES. Unless the articles of
                         incorporation provide otherwise, the board of directors
                         may create one or more committees and appoint members
                         of the board of directors to serve on them. Each
                         committee must have two or more members, who serve at
                         the pleasure of the board of directors.

                                       13


                    (b)  SELECTION OF MEMBERS. The creation of a committee and
                         appointment of members to it must be approved by the
                         greater of (1) a majority of all the directors in
                         office when the action is taken, or (2) the number of
                         directors required by the articles of incorporation to
                         take such action (or, if not specified in the articles,
                         the numbers required by Section 3.7 to take action).

                    (c)  REQUIRED PROCEDURES. Sections 3.4, 3.5, 3.6, 3.7, 3.8
                         and 3.9 of these bylaws, which govern meetings, action
                         without meetings, notice and waiver of notice, quorum
                         and voting requirements of the board of directors,
                         apply to committees and their members.

                    (d)  AUTHORITY. Unless limited by the articles of
                         incorporation, each committee may exercise those
                         aspects of the authority of the board of directors
                         which the board of directors confers upon such
                         committee in the resolution creating the committee;
                         provided, however, a committee may not:

                         (1)  authorize distributions;
                         (2)  approve or propose to shareholders action that the
                              Vermont Business Corporation Act requires be
                              approved by shareholders;
                         (3)  fill vacancies on the board of directors or on any
                              of its committees;
                         (4)  amend the articles of incorporation pursuant to
                              the authority of directors to do so granted by the
                              Vermont Business Corporation Act;
                         (5)  adopt, amend, or repeal bylaws;
                         (6)  approve a plan of merger not requiring shareholder
                              approval;
                         (7)  authorize or approve reacquisition of shares,
                              except according to a formula or method prescribed
                              by the board of directors; or
                         (8)  authorize or approve the issuance or sale or
                              contract for sale of shares, or determine the
                              designation and relative rights, preferences, and
                              limitations of a class or series of shares, except
                              that the board of directors may authorize a
                              committee (or a senior executive officer of the
                              corporation) to do so within limits specifically
                              prescribed by the board of directors.

                              ARTICLE IV. OFFICERS

SECTION 4.1    NUMBER OF OFFICERS.

               The officers of the corporation shall be a president and a
secretary, each of whom shall be appointed by the board of directors. Such other
officers and assistant officers as may be deemed necessary, including a
treasurer and any vice-presidents, may be appointed by the board of directors.
If specifically authorized by the board of directors, an officer may appoint

                                       14


one or more officers or assistant officers. The same individual may
simultaneously hold more than one office in the corporation, except that the
offices of president and secretary may not be held by the same person.

SECTION 4.2    APPOINTMENT AND TERM OF OFFICE.

               The officers of the corporation shall be appointed by the board
of directors for a term as determined by the board of directors. (The
designation of a specified term grants to the officer no contract rights, and
the board shall have the right to remove the officer at any time prior to the
termination of such term.) If no term is specified, they shall hold office
until they resign, die, or until they are removed in the manner provided in
Section 4.3.

SECTION 4.3    REMOVAL OF OFFICERS.

               Any officer or agent may be removed by the board of directors at
any time, with or without cause. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Appointment of an officer or
agent shall not of itself create contract rights.

SECTION 4.4    THE PRESIDENT.

               The president shall be the principal executive officer of the
corporation and, subject to the control of the board of directors, shall in
general supervise and control all of the business and affairs of the
corporation. The president shall, when present, preside at all meetings of the
shareholders and of the board of directors. The president may sign, with the
secretary or any other proper officer of the corporation so authorized by the
board of directors, certificates for shares of the corporation and deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the board of directors from time to time.

SECTION 4.5    THE VICE-PRESIDENTS.

               If appointed, in the absence of the president or in the event of
his or her death, inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents in the order
designated at the time of their appointment, or in the absence of any
designation, then in the order of their appointment) shall perform the duties of
the president and, when so acting, shall have all the powers of and be subject
to all the restrictions upon the president. (If there is no vice-president, then
the treasurer, if any, shall perform such duties of the president.) Any
vice-president may sign, with the secretary or an assistant secretary,
certificates for shares of the corporation the issuance of which have been
authorized by resolution of the board of directors; and shall perform such other
duties as from time to time may be assigned to him or her by the president or by
the board of directors.

                                       15


SECTION 4.6    THE SECRETARY.

               The secretary shall: (a) keep the minutes of the proceedings of
the shareholders and of the board of directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (c) be custodian of the
corporate records and of any seal of the corporation and, if there is a seal of
the corporation, see that it is affixed to all documents the execution of which
on behalf of the corporation requires its seal; (d) when requested or required,
authenticate any records of the corporation; (e) keep a register of the post
office address of each shareholder which shall be furnished to the secretary by
such shareholder; (f) sign with the president, or a vice-president, certificates
for shares of the corporation, the issuance of which shall have been authorized
by resolution of the board of directors; (g) have general charge of the stock
transfer books of the corporation; and (h) in general perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to him or her by the president or by the board of directors.

SECTION 4.7    THE TREASURER.

               If appointed, the treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; (b) receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies, or other depositaries as shall be selected by the board
of directors; and (c) in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him or her by the president or by the board of directors. If required by the
board of directors, the treasurer shall give a bond for the faithful discharge
of his or her duties in such sum and with such surety or sureties as the board
of directors shall determine.

SECTION 4.8    ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.

               The assistant secretaries, when authorized by the board of
directors, may sign with the president or a vice-president certificates for
shares of the corporation the issuance of which shall have been authorized by a
resolution of the board of directors. The assistant treasurers shall, if
required by the board of directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the board of directors shall
determine. The assistant secretaries and assistant treasurers, in general, shall
perform such duties as shall be assigned to them by the secretary or the
treasurer, respectively, or by the president or the board of directors.

SECTION 4.9    SALARIES.

               The salaries of the officers shall be fixed from time to time by
the board of directors.

                                       16


               ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              AGENTS, AND EMPLOYEES

SECTION 5.1    INDEMNIFICATION OF DIRECTORS.

               Unless otherwise provided in the articles of incorporation, the
corporation shall indemnify any individual made a party to a proceeding because
the individual is or was a director of the corporation, against liability
incurred in the proceeding, but only if the corporation has authorized the
payment in accordance with Section 8.55 of the Vermont Business Corporation Act
and a determination has been made in accordance with the procedures set forth in
Section 8.55 of the Vermont Business Corporation Act that the director met the
standards of conduct and other requirements set forth in paragraphs (a), (b),
and (c) below.

                    (a)  STANDARD OF CONDUCT

                         The  individual shall demonstrate that:

                         (1)  the director conducted himself or herself in good
                              faith; and
                         (2)  the director reasonably believed:

                              (i)  in the case of conduct in his or her official
                                   capacity with the corporation, that his or
                                   her conduct was in the corporation's best
                                   interests;
                              (ii) in all other cases, that his or her conduct
                                   was at least not opposed to the corporation's
                                   best interests; and

                         (3)  in the case of any proceeding brought by a
                              governmental entity, the director had no
                              reasonable cause to believe his or her conduct was
                              unlawful, and the director is not finally found to
                              have engaged in a reckless or intentional unlawful
                              act.

                    (b)  NO INDEMNIFICATION PERMITTED IN CERTAIN CIRCUMSTANCES

                         The corporation shall not indemnify a director under
                         this Section 5.1:

                              (i)  in connection with a proceeding by or in the
                                   right of the corporation in which the
                                   director was adjudged liable to the
                                   corporation; or
                              (ii) in connection with any other proceeding
                                   charging improper personal benefit to the
                                   director, whether or not involving action in
                                   his or her official capacity, in which the
                                   director was adjudged liable on the basis
                                   that personal benefit was improperly received
                                   by him or her.

                                       17


                    (c)  INDEMNIFICATION IN DERIVATIVE ACTIONS LIMITED

                         Indemnification permitted under this Section 5.1 in
                         connection with a proceeding by or in the right of the
                         corporation is limited to reasonable expenses incurred
                         in connection with the proceeding.

SECTION 5.2    ADVANCE EXPENSES FOR DIRECTORS.

               If a determination is made, following the procedures of Section
8.55 of the Vermont Business Corporation Act that the director has met the
following requirements; and if an authorization of payment is made, following
the procedures and standards set forth in Section 8.55 of the Vermont Business
Corporation Act, then, unless otherwise provided in the articles of
incorporation, the corporation shall pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding, if:

                         (1)  the director furnishes the corporation a written
                              affirmation of his or her good faith belief that
                              the director has met the standard of conduct
                              described in Section 5.1 of these bylaws;

                         (2)  the director furnishes the corporation a written
                              undertaking, executed personally or on his or her
                              behalf, to repay the advance if it is ultimately
                              determined that the director did not meet the
                              standard of conduct (which undertaking must be an
                              unlimited general obligation of the director but
                              need not be secured and may be accepted without
                              reference to financial ability to make repayment);
                              and

                         (3)  a determination is made that the facts then known
                              to those making the determination would not
                              preclude indemnification under Section 5.1 of
                              these bylaws or Chapter 8, Subchapter 5 of the
                              Vermont Business Corporation Act.

SECTION 5.3    INDEMNIFICATION OF OFFICERS, AGENTS, AND EMPLOYEES WHO ARE NOT
DIRECTORS.

               Unless otherwise provided in the articles of incorporation, the
board of directors may indemnify and advance expenses to any officer, employee,
or agent of the corporation, who is not a director of the corporation, to the
same extent as a director, as determined by the general or specific action of
the board of directors.

SECTION 5.4    MANDATORY INDEMNIFICATION.

               Unless limited by the articles of incorporation, a corporation
shall indemnify a director and an officer of the corporation in accordance with
Sections 8.52 and 8.56 of the Vermont Business Corporation Act.

                                       18


SECTION 5.5    INSURANCE.

               Notwithstanding the foregoing, no individual for whom
indemnification is intended hereunder shall be indemnified for any cost or
liability for which coverage and reimbursement are provided under an insurance
policy.

SECTION 5.6    NOTICE TO SHAREHOLDERS REGARDING INDEMNIFICATION.

               If the corporation indemnifies or advances expenses to a director
in connection with a proceeding by or in the right of the corporation, the
corporation shall report the indemnification or advance in writing to the
shareholders with or before the notice of the next shareholders' meeting.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 6.1    CERTIFICATES FOR SHARES.

                    (a)  CONTENT

                         Certificates representing shares of the corporation
                         shall, at a minimum, state on their face the name of
                         the issuing corporation and that it is organized under
                         the laws of Vermont; the name of the person to whom
                         issued; and the number and class of shares and the
                         designation of the series, if any, the certificate
                         represents; and be in such form as determined by the
                         board of directors. Certificates shall state
                         conspicuously, either on their face or on their back,
                         the existence of restrictions on transfer of shares, if
                         any. Such certificates shall be signed (either manually
                         or by facsimile) by the president or a vice-president
                         and by the secretary or an assistant secretary or the
                         treasurer and may be sealed with a corporate seal or a
                         facsimile thereof.

                    (b)  LEGEND AS TO CLASS OR SERIES

                         If the corporation is authorized to issue different
                         classes of shares or different series within a class,
                         the designations, relative rights, preferences, and
                         limitations applicable to each class; and the
                         variations in rights, preferences, and limitations
                         determined for each series (and the authority of the
                         board of directors to determine variations for future
                         series); and the corporation's right, if any, to make
                         distributions pursuant to Section 6.40(c)(2) of the
                         Vermont Business Corporation Act which may impair
                         preferential rights must be summarized on the front or
                         back of each certificate. Alternatively, each
                         certificate may state conspicuously on its front or
                         back that the corporation will furnish the shareholder
                         the above-listed information on request in writing and
                         without charge.

                                       19


                    (c)  SHAREHOLDER LIST

                         The name and address of the person to whom the shares
                         represented thereby are issued, with the number of
                         shares and date of issue, shall be entered on the stock
                         transfer books of the corporation.

                    (d)  TRANSFERRING SHARES

                         All certificates surrendered to the corporation for
                         transfer shall be cancelled and no new certificate
                         shall be issued until the former certificate for a like
                         number of shares shall have been surrendered and
                         cancelled, except that in the case of a lost,
                         destroyed, or mutilated certificate, a new one may be
                         issued therefor upon such terms and indemnity to the
                         corporation as the board of director may prescribe.

SECTION 6.2    SHARES WITHOUT CERTIFICATES.

                    (a)  ISSUING SHARES WITHOUT CERTIFICATES

                         Unless the articles of incorporation provide otherwise,
                         the board of directors may authorize the issue of some
                         or all of the shares of any or all of its classes or
                         series without certificates. The authorization does not
                         affect shares already represented by certificates until
                         they are surrendered to the corporation.

                    (b)  INFORMATION STATEMENT REQUIRED

                         Within a reasonable time after the issue or transfer of
                         shares without certificates, and at least annually
                         thereafter, the corporation shall send the shareholder
                         a written statement containing at a minimum:

                         (1)  the name of the issuing corporation and that it is
                              organized under the laws of Vermont;
                         (2)  the name of the person to whom issued;
                         (3)  the number and class of shares and the designation
                              of the series, if any, of the issued shares; and
                         (4)  the existence of restrictions on transfer of the
                              issued shares.

                         If the corporation is authorized to issue different
                         classes of shares or different series within a class,
                         the written statement shall describe the designations,
                         relative rights, preferences, and limitations
                         applicable to each class; and the variations in rights,
                         preferences, and limitations determined for each series
                         (and the authority of the board of directors to
                         determine variations for future series); and the
                         corporation's right, if any, to make distributions
                         pursuant to Section 6.40(c)(2) of the Vermont Business
                         Corporation Act which may impair preferential rights.

                                       20


SECTION 6.3    REGISTRATION OF THE TRANSFER OF SHARES.

               Registration of the transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation. In order to
register a transfer, the record owner shall surrender the shares to the
corporation for cancellation, properly endorsed by the appropriate person or
persons with reasonable assurances that the endorsements are genuine and
effective. Unless the corporation has established a procedure by which a
beneficial owner of shares held by a nominee is to be recognized by the
corporation as the owner, the person in whose name shares stand on the books of
the corporation shall be deemed by the corporation to be the owner thereof for
all purposes.

SECTION 6.4    RESTRICTIONS ON TRANSFER OF SHARES PERMITTED.

               The articles of incorporation, bylaws, an agreement among
shareholders, or an agreement between shareholders and the corporation may
impose restrictions on the transfer or registration of transfer of shares
(including any security convertible into or carrying a right to subscribe for or
acquire shares). A restriction does not affect shares issued before the
restriction was adopted unless the holders of such shares agree in writing to
the restriction or voted in favor of the restriction.

               A restriction on the transfer or registration of transfer of
shares may be authorized:

                         (1)  to maintain the corporation's status when it is
                              dependent on the number or identity of its
                              shareholders;
                         (2)  to preserve exemptions under federal or state
                              securities law;
                         (3)  for any other reasonable purpose.

               A restriction on the transfer or registration of transfer of
shares may:

                         (1)  obligate the shareholder first to offer the
                              corporation or other persons (separately,
                              consecutively, or simultaneously) an opportunity
                              to acquire the restricted shares;
                         (2)  obligate the corporation or other persons
                              (separately, consecutively, or simultaneously) to
                              acquire the restricted shares;
                         (3)  require the corporation, the holders of any class
                              of its shares, or another person to approve the
                              transfer of the restricted shares, if the
                              requirement is not manifestly unreasonable;
                         (4)  prohibit the transfer of the restricted shares to
                              designated persons or classes of persons, if the
                              prohibition is not manifestly unreasonable.

               A restriction on the transfer or registration of transfer of
shares is valid and enforceable against the holder or a transferee of the holder
if the restriction is authorized by this Section 6.4 and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by Section 6.2 of these bylaws with regard to
shares issued without certificates. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.

                                       21


SECTION 6.5    ACQUISITION OF SHARES.

               The corporation may acquire its own shares and shares so acquired
constitute authorized but unissued shares.

               If the articles of incorporation prohibit the reissue of acquired
shares, the number of authorized shares is reduced by the number of shares
acquired, effective upon amendment of the articles of incorporation, which
amendment shall be adopted by the shareholders or by the board of directors
without shareholder action. The articles of amendment must be delivered to the
Vermont Secretary of State and must set forth:

                         (1)  the name of the corporation;
                         (2)  the reduction in the number of authorized shares,
                              itemized by class and series; and
                         (3)  the total number of authorized shares, itemized by
                              class and series, remaining after reduction of the
                              shares.

                           ARTICLE VII. DISTRIBUTIONS

SECTION 7.1    DISTRIBUTIONS.

               The board of directors may authorize, and the corporation may
make, distributions (including dividends on its outstanding shares) in the
manner and upon the terms and conditions provided by law and in the
corporation's articles of incorporation.

                    ARTICLE VIII. CORPORATE SEAL; FISCAL YEAR

SECTION 8.1    CORPORATE SEAL.

               The board of directors may provide a corporate seal which may be
circular in form and have inscribed thereon any designation including the name
of the corporation, Vermont as the state of incorporation, and the words
"Corporate Seal."

SECTION 8.2    FISCAL YEAR.

               The fiscal year of the corporation shall be fixed by the Board of
Directors from time to time, subject to applicable law.

                                       22


                             ARTICLE IX. AMENDMENTS

SECTION  9.1   AMENDMENTS.

               The corporation's board of directors may amend or repeal the
corporation's bylaws unless:

                         (1)  the articles of incorporation or the Vermont
                              Business Corporation Act reserve this power
                              exclusively to the shareholders in whole or part;
                              or

                         (2)  the shareholders in adopting, amending, or
                              repealing a particular bylaw provide expressly
                              that the board of directors may not amend or
                              repeal that bylaw; or

                         (3)  the bylaw either establishes, amends, or deletes a
                              supermajority shareholder quorum or voting
                              requirement (as defined in Section 2.8 of these
                              bylaws).

               Any amendment which changes the voting or quorum requirement for
the board must comply with Section 3.8 of these bylaws, and for the
shareholders, must comply with Section 2.8 of these bylaws.

               The corporation's shareholders may amend or repeal the
corporation's bylaws even though the bylaws may also be amended or repealed by
its board of directors.

                            ARTICLE X. MISCELLANEOUS

SECTION  10.1  REFERENCES TO VERMONT ACT.

               All references in these bylaws to the Vermont Business
Corporation Act and sections thereof shall mean and include said Act and
sections as they may be amended or supplemented.

SECTION  10.2  EFFECT OF SHAREHOLDERS' AGREEMENT.

               To the extent permitted by law, in the event that these bylaws
are inconsistent with provisions of an agreement among all or some of the
shareholders and the corporation, the provisions of such agreement shall govern
to the extent of any inconsistency, and the inconsistent provisions of these
bylaws shall be deemed to be replaced thereby.

                                       23



                                                                     EXHIBIT 3.3

                        THE COMMONWEALTH OF MASSACHUSETTS

                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                       MICHAEL JOSEPH CONNOLLY, SECRETARY
                ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

                            ARTICLES OF ORGANIZATION
                              (Under G.L. Ch. 156B)

                                    ARTICLE I

                         The name of the corporation is:

                             ALTERNATE ENERGY, INC.

                                    ---------

                                    ARTICLE II

      The purpose of the corporation is to engage in the following business
                                   activities:

     The recycling, transfer, transporting, and disposal of solid waste as well
as the recycling of waste to energy for both residential and commercial uses as
well as those purposes enumerated on pages 2A and 2B appended hereto.


NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 8 1/2 X 11 SHEETS OF
PAPER LEAVING A LEFT HAND MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN
ONE ARTICLE MAY BE CONTINUED ON A SINGLE SHEET SO LONG AS EACH ARTICLE
REQUIRING EACH SUCH ADDITION IS CLEARLY INDICATED.

[SIDENOTE]

/s/ [ILLEGIBLE]
- ---------------
 Examiner


/s/ [ILLEGIBLE]
- ---------------
 Name
 Approved


C    / /
P    /X/
M    / /
R.A. / /

/s/ [ILLEGIBLE]
- ---------------
 P.C.



                                   ARTICLE III

The type and classes of stock and the total number of shares and par value, if
any, of each type and class of stock which the corporation is authorized to
issue is as follows:

        WITHOUT PAR VALUE STOCKS



     TYPE           NUMBER OF SHARES
- -------------------------------------
                  
COMMON:              200,000

PREFERRED:


            WITH PAR VALUE STOCKS



   TYPE        NUMBER OF SHARES       PAR VALUE
- ------------------------------------------------
                                
COMMON:

PREFERRED:


                                   ARTICLE IV

If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of such series then established with any class.

                                    ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are as follows:

     Those restrictions appearing on page 5A appended hereto.

                                   ARTICLE VI

Other lawful provisions, if any, for the conduct and regulation of business and
affairs of the corporation, for its voluntary dissolution, or for limiting,
defining or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders: (If there are no provisions state
"None".)

     Those provisions appearing on page 6A and 6A continuation appended hereto.

NOTE: THE PRECEEDING SIX (6) ARTICLES ARE CONSIDERED TO BE PERMANENT AND
MAY ONLY BE CHANGED BY FILING APPROPRIATE ARTICLES OF AMENDMENT.



                                                          ALTERNATE ENERGY, INC.

PAGE 2A:  CORPORATION'S PURPOSES

          To carry on a general mercantile business in any state or territory of
the United States and any foreign country.

          To act for others as agent, broker, factor, manager or in any other
lawful manner and to join with others in any enterprise.

          To buy, lease, or otherwise acquire, and to hold, sell assign
transfer, mortgage, pledge or otherwise dispose of, and deal in, personal
property of all kinds wherever located.

          To buy, lease, or otherwise aquire, hold, improve, maintain,
supervise, operate, exchange, sell, lease, pledge, mortgage, or otherwise
dispose of real estate or interests therein, in any state or territory of the
United States or foreign country, but only as may be necessary or incidental to
carrying on any part or parts of the business of the corporation.

          To subscribe for, buy, aquire, hold, sell, assign, transfer, mortgage,
pledge, or otherwise dispose of, and to deal in, stocks, bonds, notes,
obligations and securities of any corporations, joint stock companies, trusts,
associations, firms or persons and the bonds and securities of the Unites States
and any state thereof, and any country, district or municipality and of any
agency, and any of the foregoing and of any foreign government or agency, and as
owner thereof to exercise all rights, powers and privileges of ownership,
including, without limitation, the right to vote.

          To aquire the good will and property of any corporation, joint stock
companies, trusts, associations, firms, or persons, and to undertake, guarantee,
endorse or assume the whole or any part of the obligations or liabilities
thereof, including without limitation, leases and contracts.

          To borrow money and to make and issue bonds, debentures, note and
evidences of indebtedness of the corporation and secure the same by the
mortgage, pledge, or other transfer of all of any part of its properties.

          To lend money or credit to, to guarantee the performance of any
contract or obligation, and to aid in any other manner, corporations, joint
stock companies, trusts, associations, and firms obligation of which and any
interest in which is held by the corporations, or in the affairs or
prosperity of which this corporation has an interest, and to secure any such
undertaking made by it by the mortgage, pledge or other transfer of all or
any part of its properties.



                                                          ALTERNATE ENERGY, INC.

PAGE 2A: continued . . .

          To aquire, hold, use, sell, assign, grant licenses in respect of,
mortgage, or otherwise dispose of, any and all trademarks, trade names, formulas
secret processes, franchises, and any and all inventions, improvements, letters,
patents or copyrights of the United States or for any other country.

          To purchase or otherwise aquire, and to hold, sell, assign transfer,
mortgage, pledge, or otherwise dispose of and deal in, the stock of a
corporation.

          To do any and all of the things set forth to the same extent as
natural persons might or could do in any part of the world as principals,
agents, or otherwise, and either alone or with others, and to do every act or
thing necessary, convenient or proper for the accomplishment of any of the
objects herein enumerated, or incidental to any of the powers herein stated,
provided the same be not inconsistent with the laws of the Commonwealth of
Massachusetts applicable to business corporations.

          The foregoing clauses shall be construed both as objects and powers
and it is expressly intended that no specific enumeration shall restrict in any
way any general language, that none of the purposes set forth in any of the
above clauses shall be limited or restricted in any way by the terms of any
other clause, that each purpose may be pursued independently of any other
purpose from time to time and wherever deemed desirable, and that the
corporation shall have possess all the rights, privileges and powers now or
hereafter conferred by the laws of the Commonwealth of Massachusetts upon
business corporations organized under such laws.

PAGE 5A:  RESTRICTIONS UPON THE TRANSFER OF SHARES OF STOCK

          Any Stockholder, including the heirs, assigns, executors or
administrators of a deceased stockholder, desiring to sell or transfer such
stock owned by him or them, shall first offer it to the corporation through the
Board of Directors, in the manner following: He shall notify the directors of
his desire to sell or transfer by notice in writing, which notice shall contain
the price at which he is willing to sell or transfer and the name of one
arbitrator. The directors shall within thirty days thereof either accept the
offer, or by notice to him in writing name a second arbitrator, and these two
shall name a third. It shall then be the duty of the arbitrators to ascertain
the value of the stock, and if any arbitrator shall neglect or refuse to appear
at any meeting appointed by the arbitrators, a majority may act in the absence
of such arbitrator.

          After the acceptance of the offer, or the report of the arbitrators as
to the value of the stock, the directors shall have thirty days within which to
purchase the same at such valuation, but if at the expiration of thirty days,
the corporation shall not have exercised the right so to purchase, the owner of
the stock shall be at liberty to dispose of the same in any manner he may see
fit.

          No shares of stock shall be sold or transferred on the books of the
corporation until these provisions have been complied with, but the Board of
Directors may in any particular instance waive the requirement.



                                                          ALTERNATE ENERGY, INC.

PAGE 6A:  OTHER LAWFUL PROVISIONS FOR CONDUCT AND REGULATIONS, ETC.

          The Board of Directors of the corporation may make, amend, or repeal
the by-laws of the corporation, in whole or in part, except with respect to any
provisions thereof which, by law, the articles of organization, or the by-laws,
requires action exclusive by the stockholders entitled to vote thereon; but any
by-law adopted by the Board of Directors may be amended or repealed.

          All meetings of stockholders of the corporation may be held within the
Commonwealth of Massachusetts or elsewhere within the United States. The place
of such meetings shall be fixed in, or determined in the manner provided in, the
by-laws.

          Each director or officer, present or former, of the corporation or of
any other corporation a majority of the stock of which is owned by the
corporation, shall be indemnified by the corporation against all costs and
expenses, including attorneys' fees, reasonably incurred by or imposed upon him
in connection with or arising out of any action, suit, or proceeding in which he
may be involved by reason of his being or having been such director or officer,
such expenses to include the cost of reasonable settlements (other than amounts
paid to the corporation itself) made with a view to curtailing costs of
litigation. The corporation shall not, however, indemnify any such director or
officer with respect to matters as to which he shall, in writing, voluntarily
have waived, or as to which he shall be finally adjudged in any such action,
suit, or proceeding to have been derelict in the performance of his duty as such
director or officer, or in respect of any matter on which any settlement or
compromise is effected, if the total expense, including the cost of such
settlement, shall substantially exceed the expense which might reasonably be
incurred by such director or officer in conducting such litigation to a final
conclusion. The foregoing right of indemnification shall not be exclusive of
other rights to which any such director or officer may be entitled as a matter
of law. In determining the reasonableness of any settlement, the judgment of the
Board of Directors shall be final.

          No contract or other transaction between this corporation and any
other firm or corporation shall be affected or invalidated by reason of the fact
that any one or more of the directors, stockholders, or officers of this
corporation is or are interested in, or is a member, stockholder, director, or
officer, or are members, stockholders, directors, or officers of such other firm
or corporation; and any director, stockholders, or officer or officers,
individually or jointly, may be a party or parties to, or may be interested in,
any contract or transaction of this corporation or in which this corporation is
interested, and no contract, act, or transaction of this corporation with any
person or persons, firm, association or corporation, shall be affected



                                                          ALTERNATE ENERGY, INC.

PAGE 6A: Continuation

or invalidated by reason of the fact that any director or directors, stockholder
or stockholders or officer or officers of this corporation is a party or are
parties to, or interested in, such contract, act or transaction, or in any way
connected with such person or persons, firm, association or corporation, and
each and every person who may become a director, stockholder or officer of this
corporation is hereby relieved from any liability that might otherwise exist
from thus contracting with this corporation for the benefit of himself or any
firm, association, or corporation in which he may be anywise interested.

          The corporation may be a partner in any business enterprise which said
corporation would have power to conduct by itself.



                                   ARTICLE VII

The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of Commonwealth. If a later effective date is
desired, specify such date which shall not be more than thirty days after the
date of filing.

The information contained in ARTICLE VIII is NOT a PERMANENT part of the
Articles of Organization and may be changed ONLY by filing the appropriate form
provided therefor.

                                  ARTICLE VIII

a. The post office address of the corporation IN MASSACHUSETTS is:
Suite 27C, 1500 Providence Highway
Norwood, MA 02062

b. The name, residence and post office address (if different) of the directors
and officers of the corporation are as follows:



         NAME                         RESIDENCE                  POST OFFICE ADDRESS
                                                           
PRESIDENT:  Robert J. Gundersen       18 Harwich Circle          18 Harwich Circle
                                      Westwood, MA 02090         Westwood, MA 02090

TREASURER:  Jennifer A. Gundersen     6 Mohavy Road              6 Mohavy Road
                                      Worcester, MA              Worcester, MA

CLERK:  Robert J. Gundersen           18 Harwich Circle          18 Harwich Circle
                                      Westwood, MA 02090         Westwood, MA 02090

DIRECTORS:  Robert J. Gundersen       18 Harwich Circle          18 Harwich Circle
                                      Westwood, MA 02090         Westwood, MA 02090

            Joan M. Gundersen         18 Harwich Circle          18 Harwich Circle
                                      Westwood, MA 02090         Westwood, MA 02090


c. The fiscal year of the corporation shall end on the last day of the month of:
December

d. The name and BUSINESS address of the RESIDENT AGENT of the corporation, if
any, is: None

                                   ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.

IN WITNESS WHEREOF and under the pains and penalties of perjury, I/WE, whose
signature(s) appear below as incorporator(s) and whose names and business or
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 4th day of January 1993.


/s/ Joy V. Fuller            133 Commander Shea Blvd., #714, N. Quincy, MA 02171
- --------------------------------------------------------------------------------
Joy V. Fuller


/s/ Robert J. Gundersen      18 Harwich Circle, Westwood, MA 02090
- --------------------------------------------------------------------------------
Robert J. Gundersen

NOTE: [ILLEGIBLE]



                                                      41707

                        THE COMMONWEALTH OF MASSACHUSETTS


                            ARTICLES OF ORGANIZATION

                     GENERAL LAWS, CHAPTER 156B, SECTION 12


     I hereby certify that, upon an examination of these articles of
organization, duly submitted to me, it appears that the provisions of the
General Laws relative to the organization of corporations have been complied
with, and I hereby approve said articles; and the filing for in the amounts of
$ 200 having been paid, said articles are deemed to have been filed with me this
7th day of January 1993

Effective Date

                           /s/ Michael Joseph Connolly
                           ---------------------------
                             MICHAEL JOSEPH CONNOLLY
                               SECRETARY OF STATE

FILING FEE: 1/10 of 1% of the total amount of the authorized capital stock, but
     not less than $200.00. For the purpose of filing, shares of stock with a
     par value less than one dollar or no par stock shall be deemed to have a
     par value of one dollar per share.


PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT


                                              A TRUE COPY ATTEST

                                          /s/ William Francis Galvin
                                            WILLIAM FRANCIS GALVIN
                                         SECRETARY OF THE COMMONWEALTH

                                            DATE 7/16/02  CLERK A.A.


Robert J. Gundersen
1500 Providence Highway, Suite 27C
Norwood, MA 02062
Telephone: 617 - 551 - 0875



                                 FEDERAL IDENTIFICATION   FEDERAL IDENTIFICATION
                                 No. 000686260 (M)        No. 04-3185025 (S)

                        THE COMMONWEALTH OF MASSACHUSETTS

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                              ARTICLES OF / *MERGER
                    (GENERAL LAWS, CHAPTER 156B, SECTION 78)

/ *merger of                               (M)  AE Acquisition, Inc.,
                                               ---------------------------------
                                                a Massachusetts corporation
                                           (S)  Alternate Energy, Inc.,
                                               ---------------------------------
                                                a Massachusetts corporation
                                               ---------------------------------

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

                                               --------------------------------,

                                              the constituent corporations, into

                                                Alternate Energy, Inc.,
                                               ---------------------------------
                                                a Massachusetts corporation

                                         / *one of the constituent corporations.

The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:

1. An agreement of / *merger has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 78, and will be kept as
provided by Subsection (d) thereof. The / *surviving corporation will furnish a
copy of said agreement to any of its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and without
charge.

2. The effective date of the / *merger determined pursuant to the agreement of
/ *merger shall be the date approved and filed by the Secretary of the
Commonwealth if a LATER effective date is desired, specify such date which
shall not be more than THIRTY DAYS after the date of filing:

3. (FOR A MERGER)
** The following amendments to the Articles of Organization of the SURVIVING
corporation have been effected pursuant to the agreement of merger

     Articles II, III, VI and VIII

     See Attachment 3


* DELETE THE INAPPLICABLE WORD      ** IF THERE ARE NO PROVISIONS STATE "None."
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 8 1/2 X 11 SHEETS OF
PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE
ARTICLE MUST BE MADE ON A SINGLE SHEET AS LONG AS EACH ARTICLE REQUIRING EACH
ADDITION IS CLEARLY INDICATED.




(For a consolidation)

(a) The purpose of the RESULTING corporation is to engage in the following
business activities:

(b) State the total number of shares and the par value, if any, of each class
of stock which the RESULTING corporation is authorized to issue.



     WITHOUT PAR VALUE                         WITH PAR VALUE
- --------------------------------------------------------------------------------
  TYPE       NUMBER OF SHARES          TYPE       NUMBER OF SHARES  PAR VALUE
- --------------------------------------------------------------------------------
                                                        
Common:                                Common:

Preferred:                             Preferred:



**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences,
voting powers, qualifications, and special or relative rights or privileges
of each class and of each series then established.

**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:

**(e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:


** If there are no provisions state "None".



                                  ATTACHMENT 3

3.   (FOR A MERGER)
     The following amendments to the Articles of Organization of the SURVIVING
     corporation have been effected pursuant to the agreement of merger:

                                   ARTICLE II

     The purpose of the corporation is to engage in the following business
     activities:

     (a)  To engage in the business of waste disposal.

     (b)  To carry on any business or other activity which may lawfully be
          carried on by a corporation organized under the Business Corporation
          Law of the Commonwealth of Massachusetts, whether or not related to
          those referred to in the preceding paragraph.

                                   ARTICLE III

State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.



        WITHOUT PAR VALUE                         WITH PAR VALUE
- --------------------------------------------------------------------------------
  TYPE          NUMBER OF SHARES          TYPE    NUMBER OF SHARES  PAR VALUE
- --------------------------------------------------------------------------------
                                                           
Common:              None                Common:       5,000           $.01

Preferred:           None                Preferred:    None



                                   ARTICLE IV

Other lawful provisions, if any, for the conduct and regulation of the business
and affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:

                    See Attachment 6.



                                  ARTICLE VIII

THE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PART OF THE
ARTICLES OF ORGANIZATION.

a.   The street address (POST OFFICE BOXES ARE NOT ACCEPTABLE) of the principal
     office of the corporation in MASSACHUSETTS is:

          115 Washington Street, Holliston, MA 01746

b.   The name, residential address and post office address of each director and
     officer of the corporation is as follows:



                  NAME                  RESIDENTIAL ADDRESS          POST OFFICE ADDRESS
                                                            
President:        John W. Casella       67 Ives Avenue               Casella Waste Systems, Inc.
                                        Rutland, VT 05701            25 Greens Hill Lane
                                                                     Rutland, VT 05701
Vice President    Jerry S. Cifor        Manchester West Road         Casella Waste Systems, Inc.
and Assistant                           Manchester, VT 05254         25 Greens Hill Lane
Clerk:                                                               Rutland, VT 05701
Treasurer:        Douglas R. Casella    3 Stonehollow                Casella Waste Systems, Inc.
                                        Mendon, VT 05701             25 Greens Hill Lane
                                                                     Rutland, VT 05701
Clerk:            James W. Bohlig       Russellville Road            Casella Waste Systems, Inc.
                                        Box 1043                     25 Greens Hill Lane
                                        Cuttingsville, VT 05738      Rutland, VT 05701
Directors:        John W. Casella       67 Ives Avenue               Casella Waste Systems, Inc.
                                        Rutland, VT 05701            25 Greens Hill Lane
                                                                     Rutland, VT 05701
                  Douglas R. Casella    3 Stonehollow                Casella Waste Systems, Inc.
                                        Mendon, VT 05701             25 Greens Hill Lane
                                                                     Rutland, VT 05701
                  James W. Bohlig       Russellville Road            Casella Waste Systems, Inc.
                                        Box 1043                     25 Greens Hill Lane
                                        Cuttingsville, VT 05738      Rutland, VT 05701


[ILLEGIBLE]

                                        2


                                  ATTACHMENT 6

6.   Other lawful provisions, if any, for the conduct and regulation of the
     business and affairs of the corporation, for its voluntary dissolution, or
     for limiting, defining, or regulating the powers of the corporation, or of
     its directors or stockholders, or of any class of stockholders:

6A.  LIMITATION OF DIRECTOR LIABILITY

Except to the extent that Chapter 156B of the Massachusetts General Laws
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the corporation shall be personally liable to
the corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability. No amendment to or repeal of this provision shall apply to or have
any effect on the liability or alleged liability of any director of the
corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.

6B.  INDEMNIFICATION

     1.   The Corporation shall, to the fullest extent permitted by the
applicable provisions of Chapter 156B of the Massachusetts General Laws, as
amended from time to time, indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the corporation, or is or was serving, or has agreed to serve, at the
request of the corporation, as a director or officer of, or in a similar
capacity with, another organization or in any capacity with respect to any
employee benefit plan of the corporation (all such persons being referred to
hereafter as an "Indemnitee"), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement incurred by or on behalf
of an Indemnitee in connection with such action, suit or proceeding and any
appeal therefrom, unless such Indemnitee shall be finally adjudicated in such
action, suit or proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation or, to the
extent such matter relates to service with respect to an employee benefit plan,
in the best interests of the participants or beneficiaries of such employee
benefit plan.

     2.   Notwithstanding the provisions of Section 1 of this Article, in the
event that a pending or threatened action, suit or proceeding is compromised or
settled in a manner which imposes any liability or obligation upon an Indemnitee
in a matter for which such Indemnitee would otherwise be entitled to
indemnification hereunder, no indemnification shall be provided to such
Indemnitee with respect to such matter if it is determined that such Indemnitee
did not act in good faith in the reasonable belief that his action was in the
best interests of the corporation or, to the extent such matter relates to
service with respect to an employee benefit plan, in the best interest of the
participants oR beneficiaries of such employee benefit plan.



     3.   As a condition precedent to his right to be indemnified, the
Indemnitee must notify the corporation in writing as soon as practicable of any
action, suit, proceeding or investigation involving him for which indemnity will
or could be sought. With respect to any action, suit, proceeding or
investigation of which the corporation is so notified, the corporation will be
entitled to participate therein at its own expense and/or to assume the defense
thereof at its own expense, with legal counsel reasonably acceptable to the
Indemnitee.

     4.   In the event that the corporation does not assume the defense of any
action, suit, proceeding or investigation of which the corporation receives
notice under this Article, the corporation shall pay in advance of the final
disposition of such matter any expenses (including attorneys' fees) incurred by
an Indemnitee in defending a civil or criminal action, suit, proceeding or
investigation or any appeal therefrom; PROVIDED, HOWEVER, that the payment of
such expenses incurred by an Indemnitee in advance of the final disposition of
such matter shall be made only upon receipt of an undertaking by or on behalf of
the Indemnitee to repay all amounts so advanced in the event that it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified
by the corporation as authorized in this Article, which undertaking shall be
accepted without reference to the financial ability of the Indemnitee to make
such repayment; and FURTHER PROVIDED that no such advancement of expenses shall
be made if it is determined that the Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interests of the corporation
or, to the extent such matter relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.

     5.   All determinations hereunder as to the entitlement of an Indemnitee to
indemnification of advancement of expenses shall be made by: (a) a majority vote
of a quorum of the directors of the corporation, (b) a majority vote of a quorum
of the outstanding shares of stock of all classes entitled to vote for
directors, voting as a single class, which quorum shall consist of stockholders
who are not at that time parties to the action, suit or proceeding in question,
(c) independent legal counsel (who may, to the extent permitted by law, be
regular legal counsel to the corporation), or (d) a court of competent
jurisdiction.

     6.   The corporation shall not indemnify an Indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such Indemnitee unless the initiation thereof was approved by the Board of
Directors of the corporation. In addition, the corporation shall not indemnify
any such Indemnitee to the extent such Indemnitee is reimbursed from the
proceeds of insurance, and in the event the corporation makes any
indemnification payments to any such Indemnitee and such Indemnitee is
subsequently reimbursed from the proceeds of insurance, such Indemnitee shall
promptly refund such indemnification payments to the corporation to the extent
of such insurance reimbursement.

     7.   The indemnification rights provided in this Article (i) shall not be
deemed exclusive of any other rights to which an Indemnitee may be entitled
under any law, agreement or vote of stockholders or directors or otherwise, and
(ii) shall inure to the benefit of the heirs, executors and administrators of
such Indemnities. The corporation may, to the extent authorized from time to
time by its Board of Directors, grant indemnification rights to other employees
or agents of the corporation or other persons serving the corporation and such
rights may be equivalent to or greater or less than those set forth in this
Article.



6C.       OTHER PROVISIONS

          (a)       The directors may make, amend, or repeal the by-laws in
whole or in part, except with respect to any provision of such by-laws which by
law or these Articles or the by-laws requires action by the stockholders.

          (b)       Meetings of the stockholders of the corporation may be held
anywhere in the United States.

          (c)       The corporation shall have the power to be a partner in any
business enterprise which this corporation would have the power to conduct by
itself.

          (d)       The corporation, by vote of a majority of the stock
outstanding and entitled to vote thereon (or if there are two or more classes of
stock entitled to vote as separate classes, then by vote of a majority of each
such class of stock outstanding), may (i) authorize any amendment to its
Articles or Organization pursuant to Section 71 of Chapter 156B of the
Massachusetts General Laws, as amended from time to time, (ii) authorize the
sale, lease or exchange of all or substantially all of its property and assets,
including its goodwill, pursuant to Section 75 of Chapter 156B of the
Massachusetts General Laws, as amended from time to time, and (iii) approve an
agreement of merger or consolidation pursuant to Section 78 of Chapter 156B of
the Massachusetts General Laws, as amended from time to time.

                                        5


4. The information contained in Item 4 is NOT A PERMANENT part of the Articles
of Organization of the *surviving corporation.

(a) The street address of the *surviving corporation in Massachusetts
is: (POST OFFICE BOXES ARE NOT ACCEPTABLE)

          115 Washington Street, Holliston, Massachusetts 01746

(b) The name, residential address, and post office address of each director and
officer of the *surviving corporation is:



                   NAME               RESIDENTIAL ADDRESS              POST OFFICE ADDRESS
                                                      
President:    John W. Casella       67 Ives Avenue             Casella Waste Systems, Inc.
                                    Rutland, VT 05701          25 Greens Hill Lane, Rutland, VT 05701
Treasurer:    Douglas R. Casella    3 Stonehollow              Casella Waste Systems, Inc.
                                    Mendon, VT 05701           25 Greens Hill Lane, Rutland, VT 05701
Clerk:        James W. Bohlig       Russellville Road          Casella Waste Systems, Inc.
                                    Box 1043                   25 Greens Hill Lane, Rutland, VT 05701
                                    Cuttingsville, VT 05738
Directors:    John W. Casella       67 Ives Avenue             Casella Waste Systems, Inc.
                                    Rutland, VT 05701          25 Greens Hill Lane, Rutland, VT 05701
              Douglas R. Casella    3 Stonehollow              Casella Waste Systems, Inc.
                                    Mendon, VT 05701           25 Greens Hill Lane, Rutland, VT 05701
              James W. Bohlig       Russellville Road          Casella Waste Systems, Inc.
                                    Box 1043                   25 Greens Hill Lane, Rutland, VT 05701
                                    Cuttingsville, VT 05738

Vice President
and Assistant
Clerk:        Jerry S. Cifor        Manchester West Road       Casella Waste Systems, Inc.
                                    Manchester, VT 05254       25 Greens Hill Lane, Rutland, VT 05701



(c) The fiscal year (i.e. tax year) of the / *surviving corporation shall end on
the last day of the month of: May 31

(d) The name and business address of the resident agent, if any, of the
*surviving corporation is:

    Robert J. Gundersen
    c/o Alternate Energy, Inc.,  115 Washington Street, Holliston,   MA   01746

The undersigned officers of the several constituent corporations listed above
further state under the penalties of perjury as to their respective corporations
that the agreement of *merger has been duly executed on behalf of such
corporation and duly approved by the stockholders of such corporation in the
manner required by General Laws, Chapter 156B, Section 78.

                                      /s/ John W. Casella   *President /
- ---------------------------------------------------------

                                          /s/ Jerry S. Cifor  *Clerk /
- -----------------------------------------------------------

of AE Acquisition, Inc.
- --------------------------------------------------------------------------------
                             (NAME OF CONSTITUENT CORPORATION)


                                                   *President / *Assistant Clerk
- ---------------------------------------------------

                                                        *Clerk / *Vice President
- --------------------------------------------------------

of Alternate Energy, Inc.
   -----------------------------------------------------------------------------
                        (NAME OF CONSTITUENT CORPORATION)

* DELETE THE INAPPLICABLE WORDS



4. The information contained in Item 4 is NOT A PERMANENT part of the Articles
of Organization of the *surviving corporation.

(a) The street address of the *surviving corporation in Massachusetts is:
(POST OFFICE BOXES ARE NOT ACCEPTABLE)

          115 Washington Street, Holliston, Massachusetts 01746

(b) The name, residential address, and post office address of each director and
officer of the *surviving corporation is:



                      NAME             RESIDENTIAL ADDRESS            POST OFFICE ADDRESS
                                                       
President:      John W. Casella       67 Ives Avenue            Casella Waste Systems, Inc.
                                      Rutland, VT 05701         25 Greens Hill Lane, Rutland, VT 05701
Treasurer:      Douglas R. Casella    3 Stonehollow             Casella Waste Systems, Inc.
                                      Mendon, VT 05701          25 Greens Hill Lane, Rutland, VT 05701
Clerk:          James W. Bohlig       Russellville Road         Casella Waste Systems, Inc.
                                      Box 1043                  25 Greens Hill Lane, Rutland, VT 05701
                                      Cuttingsville, VT 05738
Directors:      John W. Casella       67 Ives Avenue            Casella Waste Systems, Inc.
                                      Rutland, VT 05701         25 Greens Hill Lane, Rutland, VT 05701
                Douglas R. Casella    3 Stonehollow             Casella Waste Systems, Inc.
                                      Mendon, VT 05701          25 Greens Hill Lane, Rutland, VT 05701
                James W. Bohlig       Russellville Road         Casella Waste Systems, Inc.
                                      Box 1043                  25 Greens Hill Lane, Rutland, VT 05701
                                      Cuttingsville, VT 05738

Vice President
and Assistant
Clerk:          Jerry S. Cifor        Manchester West Road      Casella Waste Systems, Inc.
                                      Manchester, VT 05254      25 Greens Hill Lane, Rutland, VT 05701


(c) The fiscal year (i.e. tax year) of the *surviving corporation shall
    end on the last day of the month of: May 31

(d) The name and business address of the resident' agent, if any, of the
    *surviving corporation is:
     Robert J. Gundersen
     c/o Alternate Energy, Inc., 115 Washington Street, Holliston, MA 01746

The undersigned officers of the several constituent corporations listed above
further state under the penalties of perjury as to their respective corporations
that the agreement of *merger has been duly executed on behalf of such
corporation and duly approved by the stockholders of such corporation in the
manner required by General Laws, Chapter 156B, Section 78.

                                                              *President
- -------------------------------------------------------------

                                                                  *Clerk
- -----------------------------------------------------------------

of AE Acquisition, Inc.
   -----------------------------------------------------------------------------
                        (NAME OF CONSTITUENT CORPORATION)


/s/ [ILLEGIBLE]                                               *President / *
- -------------------------------------------------------------

/s/ [ILLEGIBLE]                                                   *Clerk / *
- -----------------------------------------------------------------

of Alternate Energy, Inc.
   -----------------------------------------------------------------------------
                        (NAME OF CONSTITUENT CORPORATION)

* DELETE THE INAPPLICABLE WORDS



                                                                         # 84991

                        THE COMMONWEALTH OF MASSACHUSETTS

                      ARTICLES OF *CONSOLIDATION / *MERGER
                    (GENERAL LAWS, CHAPTER 156B, SECTION 78)

================================================================================

I hereby approve the within Articles of *Consolidation / *Merger and, the filing
fee in the amount of $ 250 having been paid, said articles are deemed to have
been filed with me this 3rd day of February in 2000

EFFECTIVE DATE:
               ----------------------------------


                           /s/ William Francis Galvin

                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH

                                     [SEAL]

                               A TRUE COPY ATTEST
                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                         SECRETARY OF THE COMMONWEALTH
                             DATE 7/16/02 CLERK A.A

                         TO BE FILLED IN BY CORPORATION
                      Photocopy of document to be sent to:

Donna A. Pace

CORPORATE PARALEGAL
- -------------------------------
Hale and Dorr LLP
60 STATE STREET
- -------------------------------

BOSTON, MA 02109

Telephone (617) 526-5179



                                                                     EXHIBIT 3.4

                                     BY-LAWS

                                       OF

                             ALTERNATE ENERGY, INC.



                                     BY-LAWS

                                       OF

                              AE ACQUISITION, INC.



                                     BY-LAWS

                                TABLE OF CONTENTS



                                                                                    Page
                                                                                    ----
                                                                                    
ARTICLE 1 -    Stockholders............................................................1
     1.1       Place of Meetings.......................................................1
     1.2       Annual Meeting..........................................................1
     1.3       Special Meetings........................................................1
     1.4       Notice of Meetings......................................................1
     1.5       Quorum..................................................................2
     1.6       Adjournments............................................................2
     1.7       Voting and Proxies......................................................2
     1.8       Action at Meeting.......................................................2
     1.9       Action without Meeting..................................................3

ARTICLE 2 -    Directors...............................................................3
     2.1       Powers..................................................................3
     2.2       Number, Election and Qualification......................................3
     2.3       Enlargement of the Board................................................3
     2.4       Tenure..................................................................3
     2.5       Vacancies...............................................................3
     2.6       Resignation.............................................................3
     2.7       Removal.................................................................4
     2.8       Regular Meetings........................................................4
     2.9       Special Meetings........................................................4
     2.10      Meetings by Telephone Conference Calls..................................4
     2.11      Notice of Special Meetings..............................................4
     2.12      Quorum..................................................................4
     2.13      Action at Meeting.......................................................5
     2.14      Action by Consent.......................................................5
     2.15      Committees..............................................................5
     2.16      Compensation of Directors...............................................5

ARTICLE 3 -    Officers................................................................5
     3.1       Enumeration.............................................................5
     3.2       Election................................................................5
     3.3       Qualification...........................................................5
     3.4       Tenure..................................................................5
     3.5       Resignation and Removal.................................................6
     3.6       Vacancies...............................................................6
     3.7       Chairman of the Board and Vice-Chairman of the Board....................6
     3.8       President...............................................................6
     3.9       Vice Presidents.........................................................6
     3.10      Treasurer and Assistant Treasurers......................................7
     3.11      Clerk and Assistant Clerks..............................................7


                                      - i -


                                    BY-LAWS

                               TABLE OF CONTENTS



                                                                                    PAGE
                                                                                   
     3.12      Secretary and Assistant Secretaries.....................................7
     3.13      Salaries................................................................8

ARTICLE 4 -    Capital Stock...........................................................8
     4.1       Issue of Capital Stock..................................................8
     4.2       Certificate of Stock....................................................8
     4.3       Transfers...............................................................8
     4.4       Record Date.............................................................9
     4.5       Replacement of Certificates.............................................9

ARTICLE 5 -    Miscellaneous Provisions................................................9
     5.1       Fiscal year.............................................................9
     5.2       Seal....................................................................9
     5.3       Voting of Securities....................................................9
     5.4       Corporate Records......................................................10
     5.5       Evidence of Authority..................................................10
     5.6       Articles of Organization...............................................10
     5.7       Severability...........................................................10
     5.8       Pronouns...............................................................10

ARTICLE 6 -    Amendments.............................................................10


                                     - ii -


                                     BY-LAWS

                                       OF

                              AE ACQUISITION, INC.

                            ARTICLE I - STOCKHOLDERS

     1.1       PLACE OF MEETINGS. All meetings of stockholders shall be held
within the Commonwealth of Massachusetts unless the Articles of Organization
permit the holding of stockholders' meetings outside Massachusetts, in which
event such meetings may be held either within or without Massachusetts. Meetings
of stockholders shall be held at the principal office of the corporation unless
a different place is fixed by the Board of Directors or the President and stated
in the notice of the meeting.

     1.2       ANNUAL MEETING. The annual meeting of stockholders shall be held
within six months after the end of each fiscal year of the corporation on a
date to be fixed by the Board of Directors or the President (which date shall
not be a legal holiday in the place where the meeting is to be held) at the time
and place to be fixed by the Board of Directors or the President and stated in
the notice of the meeting. The purposes for which the annual meeting is to be
held, in addition to those prescribed by law, by the Articles of Organization or
by these By-Laws, may be specified by the Board of Directors or the President.
If no annual meeting is held in accordance with the foregoing provisions, a
special meeting may be held in lieu of the annual meeting, and any action taken
at that special meeting shall have the same effect as if it had been taken at
the annual meeting, and in such case all references in these By-Laws to the
annual meeting of stockholders shall be deemed to refer to such special meeting.

     1.3       SPECIAL MEETINGS. Special meetings of stockholders may be called
by the President or by the Board of Directors. In addition, upon written
application of one or more stockholders who are entitled to vote and who hold at
least the Required Percentage (as defined below) of the capital stock entitled
to vote at the meeting, special meetings shall be called by the Clerk, or in
case of the death, absence, incapacity or refusal of the Clerk, by any other
officer.

     For purposes of this Section 1.3, the "Required Percentage" shall be (i)
10% at any time at which the corporation shall not have a class of voting stock
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and (ii) 80% or such lesser percentage as shall constitute the maximum
percentage permitted by law for this purpose at any time at which the
corporation shall have a class of voting stock registered under the Exchange
Act.

     1.4       NOTICE OF MEETINGS. A written notice of each meeting of
stockholders, stating the place, date and hour thereof, and the purposes for
which the meeting is to be held, shall be given by the Clerk, Assistant Clerk or
other person calling the meeting at least seven days before the meeting to each
stockholder entitled to vote at the meeting and to each stockholder who by law,
by the Articles of Organization or by these By-Laws is entitled to such notice,
by leaving such



notice with him or at his residence or usual place of business, or by mailing it
postage prepaid and addressed to him at his address as it appears in the records
of the corporation. Whenever any notice is required to be given to a
stockholder by law, by the Articles of Organization or by these By-Laws, no such
notice need be given if a written waiver of notice, executed before or after the
meeting by the stockholder or his authorized attorney, is filed with the records
of the meeting.

     1.5       QUORUM. Unless the Articles of Organization otherwise provide,
the holders of a majority of the number of shares of the stock issued,
outstanding and entitled to vote on any matter shall constitute a quorum with
respect to that matter, except that if two or more classes of stock are
outstanding and entitled to vote as separate classes, then in the case of each
such class a quorum shall consist of the holders of a majority of the number of
shares of the stock of that class issued, outstanding and entitled to vote.
Shares owned directly or indirectly by the corporation shall not be counted
determining the total number of shares outstanding for this purpose.

     1.6       ADJOURNMENTS. Except as provided in Section 1.3 hereof, any
meeting of stockholders may be adjourned to any other time and to any other
place at which a meeting of stockholders may be held under these By-Laws by the
stockholders present or represented at the meeting, although less than a quorum,
or by any officer entitled to preside or act as clerk of such meeting, if no
stockholder is present. It shall not be necessary to notify any stockholder of
any adjournment. Any business which could have been transacted at any meeting of
the stockholders as originally called may be transacted at any adjournment of
the meeting.

     1.7       VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
by the Articles of Organization. Stockholders may vote either in person or by
written proxy dated not more than six months before the meeting named in the
proxy. Proxies shall be filed with the clerk of the meeting, or of any adjourned
meeting, before being voted. Except as otherwise limited by their terms, a proxy
shall entitle the persons named in the proxy to vote at any adjournment of such
meeting, but shall not valid after final adjournment of such meeting. A proxy
with respect to stock held in the name of two or more persons shall be valid if
executed by any one of them, unless at or prior to exercise of proxy the
corporation receives a specific written notice to the contrary from any one of
them. A proxy purported to be executed by or on behalf of a stockholder shall be
deemed valid unless challenged at or prior to its exercise.

     1.8       ACTION AT MEETING. When a quorum is present at any meeting, the
holders of shares of stock representing a majority of the votes cast on a matter
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of shares of stock of
that class representing a majority of the votes cast on a matter), shall decide
any matter to be voted on by the stockholders, except when a different vote is
required by law, the Articles of Organization or these By-Laws. When a quorum is
present at any meeting, any election by stockholders shall be determined by a
plurality of the votes cast on the election. No ballot shall be required for
such election unless requested by a stockholder present or represented at the
meeting and entitled to vote in the election. The corporation shall not directly
or indirectly vote any share of its own stock.

                                      - 2 -


     1.9       ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action in writing and
the written consents are filed with the records of the meetings of stockholders.
Each such consent shall be treated for all purposes as a vote at a meeting.

                              ARTICLE 2 - DIRECTORS

     2.1       POWERS. The business of the corporation shall be managed by a
Board of Directors, who may exercise all the powers of the corporation except as
otherwise provided by law, by the Articles of Organization or by these By-Laws.
In the event of a vacancy in the Board of Directors, the remaining Directors,
except as otherwise provided by law, may exercise the powers of the full Board
until the vacancy is filled.

     2.2       NUMBER, ELECTION AND QUALIFICATION. The number of Directors which
shall constitute the whole Board of Directors shall be determined by vote of the
stockholders or the Board of Directors, but shall consist of not less than three
Directors (except that whenever there shall be only two stockholders the number
of Directors shall be not less than two and whenever there shall be only one
stockholder or prior to the issuance of any stock, there shall be at least one
Director). The number of Directors may be decreased at any time and from time to
time either by the stockholders or by a majority of the Directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more Directors. The
Directors shall be elected at the annual meeting of stockholders by such
stockholders as have the right to vote on such election. No Director need be a
stockholder of the corporation.

     2.3       ENLARGEMENT OF THE BOARD. The number of Directors may be
increased at any time and from time to time by the stockholders or by a majority
of the Directors then in office.

     2.4       TENURE. Each Director shall hold office until the next annual
meeting of stockholders and until his successor is elected and qualified, or
until his earlier death, resignation or removal.

     2.5       VACANCIES. Unless and until filled by the stockholders, any
vacancy in the Board of Directors, however occurring, including a vacancy
resulting from an enlargement of the Board, may be filled by vote of a majority
of the Directors present at any meeting of Directors at which a quorum is
present. Each such successor shall hold office for the unexpired term of his
predecessor and until his successor is chosen and qualified or until his earlier
death, resignation or removal.

     2.6       RESIGNATION. Any Director may resign by delivering his written
resignation to the corporation at its principal office or to the President or
Clerk. Such resignation shall be effective upon receipt unless it is specified
to be effective at some other time or upon the happening of some other event.

                                      - 3 -


     2.7       REMOVAL. A Director may be removed from office with or without
cause by vote of the holders of a majority of the shares entitled to vote in the
election of Directors. However, the Directors elected by the holders of a
particular class or series of stock may be removed from office with or without
cause only by vote of the holders of a majority of the outstanding shares of
such class or series. In addition, a Director may be removed from office for
cause by vote of a majority of the Directors then in office. A Director may be
removed for cause only after reasonable notice and opportunity to be heard
before the body proposing to remove him.

     2.8       REGULAR MEETINGS. Regular meetings of the Directors may be held
without call or notice at such places, within or without Massachusetts, and at
such times as the Directors may from time to time determine, provided that any
Director who is absent when such determination is made shall be given notice of
the determination. A regular meeting of the Directors may be held without a call
or notice immediately after and at the same place as the annual meeting of
stockholders.

     2.9       SPECIAL MEETINGS. Special meetings of the Directors may be held
at any time and place, within or without Massachusetts, designated in a call by
the Chairman of the Board, President, Treasurer, two or more Directors or by one
Director in the event that there is only a single Director in office.

     2.10      MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors or members of
any committee designated by the Directors may participate in a meeting of the
Directors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting.

     2.11      NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of the
Directors shall be given to each Director by the Secretary or Clerk or by the
officer or one of the Directors calling the meeting. Notice shall be duly given
to each Director (i) by notice given to such Director in person or by telephone
at least 48 hours in advance of the meeting, (ii) by sending a telegram or
telex, or by delivering written notice by hand, to his last known business or
home address at least 48 hours in advance of the meeting, or (iii) by mailing
written notice to his last known business or home address at least 72 hours in
advance of the meeting. Notice need not be given to any Director if a written
waiver of notice, executed by him before or after the meeting, is filed with the
records of the meeting, or to any Director who attends the meeting without
protesting prior to the meeting or at its commencement the lack of notice to
him. A notice or waiver of notice of a Directors' meeting need not specify the
purposes of the meeting. If notice is given in person or by telephone, an
affidavit of the Secretary, Clerk, officer or Director who gives such notice
that the notice has been duly given shall, in the absence of fraud, be
conclusive evidence that such notice was duly given.

     2.12      QUORUM. At any meeting of the Board of Directors, a majority of
the Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time without further notice.

                                      - 4 -


     2.13      ACTION AT MEETING. At any meeting of the Board of Directors at
which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, by
the Articles of Organization or by these By-Laws.

     2.14      ACTION BY CONSENT. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting if all
the Directors consent to the action in writing and the written consents are
filed with the records of the Directors' meetings. Each such consent shall be
treated for all purposes as a vote at a meeting.

     2.15      COMMITTEES. The Board of Directors may, by vote of a majority of
the Directors then in office, elect from their number an executive committee or
other committees and may by like vote delegate to committees so elected some or
all of their powers to the extent permitted by law. Except as the Board of
Directors may otherwise determine, any such committee may make rules for the
conduct of its business, but unless otherwise provided by the Directors or in
such rules, its business shall be conducted as nearly as possible in the same
manner as is provided by these By-Laws for the Directors. The Board of Directors
shall have the power at any time to fill vacancies in any such committee, to
change its membership or to discharge the committee.

     2.16      COMPENSATION OF DIRECTORS. Directors may be paid such
compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine. No such payment shall preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor.

                              ARTICLE 3 - OFFICERS

     3.1       ENUMERATION. The officers of the corporation shall consist of a
President, a Treasurer, a Clerk and such other officers with such other titles
as the Board of Directors may determine, including, but not limited to, a
Chairman of the Board, a Vice Chairman of the Board, a Secretary and one or more
Vice Presidents, Assistant Treasurers, Assistant Clerks and Assistant
Secretaries.

     3.2       ELECTION. The President, Treasurer and Clerk shall be elected
annually by the Board of Directors at their first meeting following the annual
meeting of stockholders. Other officers may be chosen or appointed by the Board
of Directors at such meeting or at any other meeting.

     3.3       QUALIFICATION. Neither the President nor any other officer need
be a director or stockholder. Any two or more offices may be held by the same
person. The Clerk shall be a resident of Massachusetts unless the corporation
has a resident agent appointed for the purpose of service of process. Any
officer may be required by the Directors to give bond for the faithful
performance of his duties to the corporation in such amount and with such
sureties as the Directors may determine. The premiums for such bonds may be paid
by the corporation.

     3.4       TENURE. Except as otherwise provided by law, by the Articles of
Organization or by these By-Laws, the President, Treasurer and Clerk shall hold
office until the first meeting of the Directors following the next annual
meeting of stockholders and until their respective

                                      - 5 -


successors are chosen and qualified; and all other officers shall hold office
until the first meeting of the Directors following the annual meeting of
stockholders, unless a different term is specified in the vote choosing or
appointing them, or until his earlier death, resignation or removal.

     3.5       RESIGNATION AND REMOVAL. Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
President, Clerk or Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of Directors then in office. An officer may be
removed for cause only after reasonable notice and opportunity to be heard by
the Board of Directors prior to action thereon.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or the year or
otherwise, unless such compensation is expressly provided in a duly authorized
written agreement with the corporation.

     3.6       VACANCIES. The Board of Directors may fill any vacancy occurring
in any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Clerk. Each such successor shall hold office for the unexpired term of his
predecessor and until his successor is chosen and qualified, or until he sooner
dies, resigns or is removed.

     3.7       CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD. The Board
of Directors may appoint a Chairman of the Board and may designate him as Chief
Executive Officer. If the Board of Directors appoints a Chairman of the Board,
he shall perform such duties and possess such powers as are assigned to him by
the Board of Directors. If the Board of Directors appoints a Vice-Chairman of
the Board, he shall, in the absence or disability of the Chairman of the Board,
perform the duties and exercise the powers of the Chairman of the Board and
shall perform such other duties and possess such other powers as may from time
to time be vested in him by the Board of Directors.

     3.8       PRESIDENT. The President shall, subject to the direction of the
Board of Directors, have general charge and supervision of the business of the
corporation. Unless otherwise provided by the Board of Directors, he shall
preside at all meetings of the stockholders and, if he is a Director, at all
meetings of the Board of Directors. Unless the Board of Directors has designated
the Chairman of the Board or another officer as Chief Executive Officer, the
President shall be the Chief Executive Officer of the corporation. The President
shall perform such other duties and shall possess such other powers as the Board
of Directors may from time to time prescribe.

     3.9       VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the President may from time to
time prescribe. In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall

                                      - 6 -


perform the duties of the President and when so performing shall have all the
powers of and be subject to all the restrictions upon the President. The Board
of Directors may assign to any Vice President the title of Executive Vice
President, Senior Vice President or any other title selected by the Board of
Directors.

     3.10      TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform
such duties and shall have such powers as may from time to time be assigned to
him by the Board of Directors or the President. In addition, the Treasurer shall
perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-Laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the President or the Treasurer may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.

     3.11      CLERK AND ASSISTANT CLERKS. The Clerk shall perform such duties
and shall possess such powers as the Board of Directors or the President may
from time to time prescribe. In addition, the Clerk shall perform such duties
and have such powers as are incident to the office of the clerk, including
without limitation the duty and power to give notices of all meetings of
stockholders and special meetings of the Board of Directors, to attend all
meetings of stockholders and the Board of Directors and keep a record of the
proceedings, to maintain a stock ledger and prepare lists of stockholders and
their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.

     Any Assistant Clerk shall perform such duties and possess such powers as
the Board of Directors, the President or the Clerk may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Clerk, the Assistant Clerk (or if there shall be more than one, the Assistant
Clerks in the order determined by the Board of Directors) shall perform the
duties and exercise the powers of the Clerk.

     In the absence of the Clerk or any Assistant Clerk at any meeting of
stockholders or Directors, the person presiding at meeting shall designate a
temporary clerk to keep a record of the meeting.

     3.12      SECRETARY AND ASSISTANT SECRETARIES. If a Secretary is appointed,
he shall attend all meetings of the Board of Directors and shall keep a record
of the meetings of the Directors. He shall, when required, notify the Directors
of their meetings, and shall possess such other powers and shall perform such
other duties as the Board of Directors or the President may from time to time
prescribe.

                                      - 7 -


     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the President or the Secretary may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

     3.13      SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                            ARTICLE 4 - CAPITAL STOCK

     4.1       ISSUE OF CAPITAL STOCK. Unless otherwise voted by the
stockholders, the whole or any part of any unissued balance of the authorized
capital stock of the corporation or the whole or any part of the capital stock
of the corporation held in its treasury may be issued or disposed of by vote of
the Board of Directors, in such manner, for such consideration and on such terms
as the Directors may determined.

     4.2       CERTIFICATE OF STOCK. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may be
prescribed from time to time by the Directors. The certificate shall be signed
by the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, but when a certificate is countersigned by a transfer agent or a
registrar, other than a Director, officer or employee of the corporation, such
signature may be a facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the time of its
issue.

     Every certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Articles of Organization, the By-Laws, applicable
securities laws or any agreement to which the corporation is a party, shall have
conspicuously noted on the face or back of the certificate either the full text
of the restriction or a statement of the existence of such restrictions and a
statement that the corporation will furnish a copy of the restrictions to the
holder of such certificate upon written request and without charge. Every
certificate issued when the corporation is authorized to issue more than one
class or series of stock shall set forth on its face or back either the full
text of the preferences, voting powers, qualifications and special and relative
rights of the shares of each class and series authorized to be issued or a
statement of the existence of such preferences, powers, qualifications and
rights and a statement that the corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.

     4.3       TRANSFERS. Subject to the restrictions, if any, stated or noted
on the stock certificates, shares of stock may be transferred on the books of
the corporation by the surrender to the corporation or its transfer agent of the
certificate representing such shares properly endorsed or accompanied by a
written assignment or power of attorney properly executed, and with such proof
of authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Articles of

                                      - 8 -


Organization or by the these By-Laws, the corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to vote with
respect thereto, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of these By-Laws.

     It shall be the duty of each stockholder to notify the corporation of his
post office address and of his taxpayer identification number.

     4.4       RECORD DATE. The Board of Directors may fix in advance a time not
more than 60 days preceding the date of any meeting of stockholders or the date
for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders may
be effectively expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such meeting, and any
adjournment, or the right to receive such dividend or distribution or the right
to give such consent or dissent. In such case only stockholders of record on
such record date shall have such right, notwithstanding any transfer of stock on
the books of the corporation after the record date. Without fixing such record
date the Directors may for any of such purposes close the transfer books for all
or any part of such period.

     If no record date is fixed and the transfer books are not closed, the
record date for determining the stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
before the day on which notice is given, and the record date for determining the
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors acts with respect to such purpose.

     4.5       REPLACEMENT OF CERTIFICATES. In case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate certificate
may be issued in place of the lost, destroyed or mutilated certificate, upon
such terms as the Directors may prescribe, including the presentation of
reasonable evidence of such loss, destruction or mutilation and the giving of
such indemnity as the Directors may require for the protection of the
corporation or any transfer agent or registrar.

                      ARTICLE 5 - MISCELLANEOUS PROVISIONS

     5.1       FISCAL YEAR. Except as otherwise set forth in the Articles of
Organization or as otherwise determined from time to time by the Board of
Directors, the fiscal year of the corporation shall in each year end on April
30.

     5.2       SEAL. The seal of the corporation shall, subject to alteration by
the Directors, bear its name, the word "Massachusetts" and the year of its
incorporation.

     5.3       VOTING OF SECURITIES. Except as the Board of Directors may
otherwise designate, the President or Treasurer may waive notice of, and act as,
or appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at,

                                      - 9 -


any meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this corporations.

     5.4       CORPORATE RECORDS. The original, or attested copies, of the
Articles of Organization, By-Laws and records of all meetings of the
incorporators and stockholders, and the stock records, which shall contain the
names of all stockholders and the record address and the amount of stock held by
each, shall be kept in Massachusetts at the principal office of the corporation,
or at an office of its transfer agent or of the Clerk. These copies and records
need not all be kept in the same office. They shall be available at all
reasonable times for the inspection of any stockholder for any proper purpose,
but not to secure a list or stockholders for the purpose of selling the list or
copies of the list or of using the list for a purpose other than in the interest
of the applicant, as a stockholder, relative to the affairs of the corporation.

     5.5       EVIDENCE OF AUTHORITY. A certificate by the Clerk or Secretary,
or an Assistant Clerk or Assistant Secretary, or a temporary Clerk or temporary
Secretary, as to any action taken by the stockholders, Directors, any committee
or any officer or representative of the corporation shall as to all persons who
rely on the certificate in good faith be conclusive evidence of such action.

     5.6       ARTICLES OF ORGANIZATION. All references in these By-Laws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the corporation, as amended and in effect from time to time.

     5.7       SEVERABILITY. Any determination that any provision of these
By-Laws is for any reason inapplicable, illegal or ineffective shall not affect
or invalidate any other provision of these By-Laws.

     5.8       PRONOUNS. All pronouns used in these By-Laws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.

                             ARTICLE 6 - AMENDMENTS

     These By-Laws may be amended by vote of the holders of a majority of the
shares of each class of the capital stock at the time outstanding and entitled
to vote at any annual or special meeting of stockholders, if notice of the
substance of the proposed amendment is stated in the notice of such meeting. If
authorized by the Articles of Organization, the Directors, by a majority of
their number then in office, may also make, amend or repeal these By-Laws, in
whole or in part, except with respect to (a) the provisions of these By-Laws
governing (i) the removal of Directors and (ii) the amendment of these By-Laws
and (b) any provision of these By-Laws which by laws, the Articles of
Organization or these By-Laws requires action by the stockholders.

     Not later than the time of giving notice of the meeting of stockholders
next following the making, amending or repealing by the Directors of any By-Law,
notice stating the substance of such change shall be given to all stockholders
entitled to vote on amending the By-Laws.

                                     - 10 -


     Any By-Law adopted by the Directors may be amended or repealed by the
stockholders entitled to vote on amending the By-Laws.

                                     - 11 -



                                                                     Exhibit 3.5

                                                                          PAGE 1

                                    DELAWARE

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "ATLANTIC COAST FIBERS, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE NINETEENTH DAY OF JANUARY, A.D.
1996, AT 4 O'CLOCK P.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "KTI PLASTIC RECYCLING,
INC." TO "KTI RECYCLING, INC.", FILED THE SEVENTH DAY OF MARCH, A.D. 1997, AT
10 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "KTI RECYCLING, INC." TO
"ATLANTIC COAST FIBERS, INC.", FILED THE FIRST DAY OF FEBRUARY, A.D. 2000, AT
9 O'CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

[SEAL]

2583652    B100H                                   AUTHENTICATION: 1782695

020316404                                                    DATE: 05-17-02



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 01/19/1996
  960018067 - 2583652

                          CERTIFICATE OF INCORPORATION

                                       OF

                           KTI PLASTIC RECYCLING, INC.

     1. The name of the corporation is:

                           KTI PLASTIC RECYCLING, INC.

     2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

     4. The total number of shares of common stock which the corporation shall
have authority to issue is One Thousand Five Hundred (1,500); all of such shares
shall be without par value.

     5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written ballot.

     6. The name and mailing address of the incorporator is:

                                   D.M. Dembkowski
                                   Corporation Trust Center
                                   1209 Orange Street
                                   Wilmington, Delaware 19801

     7. The corporation is to have perpetual existence.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 19th day of January, 1996.

                                        D.M. Dembkowski
                                   -------------------------------



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 03/07/1997
   971075533 - 2583652

                            Certificate of Amendment

                                       Of

                          Certificate of Incorporation

                                       Of

                           KTI Plastic Recycling, Inc.

     KTI Plastic Recycling, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

     First:    That the Board of Directors at a Meeting held on March 5, 1997
duly adopted a proposed amendment to the Certificate of Incorporation of the
Corporation. The proposed amendment is as follows:

     That the Certificate of Incorporation of this Corporation be amended by
     changing the first Article thereof so that, as amended said Article shall
     be and read as follows:

     "The name of the Corporation is KTI Recycling, Inc."

     Second:   Pursuant to a resolution of the Board of Directors, a Special
Meeting of the Stockholders was duly called and held on March 5, 1997. The
necessary number of shares as required by statute were voted in favor of the
amendment.

     Third:    That such amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     In Witness whereof, the Corporation has caused this certificate to be
signed by its President and attested to by its Secretary this 5th day of
March, 1997.

                                                KTI Plastic Recycling, Inc.


                                                By:  /s/ Martin J. Sergi
                                                     ---------------------------
                                                     Martin J. Sergi, President


Attest:  /s/ Robert E. Wetzel
         --------------------------
         Robert E. Wetzel, Secretary



State of New Jersey     )
                        ) SS.
County of Hudson        )


     I, Francis J. Elenio, the undersigned, a notary public in and for said
County, in the State aforesaid, do hereby certify that Martin J. Sergi,
personally known to me to be the President of KTI Plastic Recycling, Inc., a
Delaware corporation, appeared before me this day in person and acknowledged
that as President he signed and delivered the attached document as his free and
voluntary act and as the free and voluntary act of such corporation for the uses
and purposes therein set forth and the facts therein stated are truly set forth.

     Given under my hand and Notarial Seal this 5th day of March, 1997


                                            /s/ Francis J. Elenio
                                            -----------------------------
                                            Notary public

                                            My Commission expires: 9/25/00


                                                 FRANCIS J. ELENIO
                                            NOTARY PUBLIC OF NEW JERSEY
                                        My Commission Expires Sept. 25, 2000

                                                       [SEAL]



[LETTERHEAD OF PAUL, FRANK & COLLINS, INC.]

                                January 31, 2000

VIA FEDERAL EXPRESS
Delaware Department of State
Division of Corporation
John G. Townsend Building
Federal and Duke of York Street
Dover, DE 19901

     RE:  KTI RECYCLING, INC.

Dear Sir/Madam:

     I enclose a Certificate of Amendment of Certificate of Incorporation of
KTI Recycling, Inc. for filing with the Secretary of State's Office. I also
enclose Paul, Frank & Collins' check in the amount to cover the filing fee.

     Please give me a call if you have any questions.

                                              Sincerely,

                                              PAUL, FRANK & COLLINS, INC.

                                              /s/ Catherine Kronk
                                              -------------------
                                              Catherine Kronk

CK: tmw
Enclosure



                                                            STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 02/01/2000
                                                          001057401 - 2583652

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               KTI RECYCLING, INC.

     KTI Recycling, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, by the unanimous
consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:

     RESOLVED, that the Certificate of Incorporation of KTI Recycling, Inc. be
     amended by changing the first Article thereof so that, as amended, said
     Article shall be and read as follows:

     "The name of the Corporation is Atlantic Coast Fibers, Inc."

     SECOND: That in lieu of a meeting and vote of sole stockholder, the sole
stockholder has given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.

     IN WITNESS WHEREOF, said KTI Recycling, Inc. has caused this certificate to
be signed by Jerry S. Cifor, its VP/Treasurer, this 7th day of January, 2000.


                                                KTI RECYCLING, INC.


                                              By /s/ Jerry S. Cifor
                                                 -------------------------------
                                                 Jerry S. Cifor, VP/Treasurer

                                        1



                                                                     Exhibit 3.6

                                     BY-LAWS

                                       OF

                               KTI RECYCLING, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1.  PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2.  ANNUAL MEETINGS. The Annual Meeting of Stockholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

     SECTION 3.  SPECIAL MEETINGS. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors or upon the request in writing of the
stockholders owning a majority in amount of the entire stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Stockholders
shall be limited to the purposes stated in the notice. Unless otherwise required
by statute, written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less than



ten, nor more than sixty, days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     SECTION 4.  QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each stockholder entitled to vote at the
Meeting.

     SECTION 5.  VOTING. Unless otherwise required by statue, or expressly
provided for in the Certificate of Incorporation or in these By-Laws, any
question brought before any Meeting of Stockholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
stockholder represented at a Meeting of Stockholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy, but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the Officer of the
Corporation presiding at a Meeting of Stockholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a stockholder so demands at the election and before the voting begins.

     SECTION 6.  CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
stockholders who have not consented.

     SECTION 7.  LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least ten days before every Meeting of Stockholders, a
complete list of the stockholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of stockholders maintained
by the Corporation for convenience of reference, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be open to inspection of any stockholder, for any purpose germane
to the Meeting during

                                        2


ordinary business hours, for a period of at least ten days prior to the Meeting,
either at a place within the city where the Meeting is to be held, which place
shall be specified in the notice of the Meeting, or if not specified, at the
place where the Meeting will be held. The list shall also be produced and kept
at the time and place of the Meeting during the whole time thereof, and may be
inspected by any stockholder of the Corporation who is present. The list shall
be prima facie evidence as to who are the stockholders entitled to examine such
list or to vote in person or by proxy at any Meeting of Stockholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1.  NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director
shall hold office until the Annual Meeting of Stockholders or thereafter when
such Director's successor shall be elected and shall qualify, subject, however,
to prior death, resignation, retirement, disqualification or removal from
office. Except as provided in Section 2 of this Article, Directors shall be
elected by a plurality of the votes cast at Annual Meetings of Stockholders. Any
Director may resign at any time upon notice to the Secretary of the Corporation.
Directors need not be stockholders.

     SECTION 2.  NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. Any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Stockholders' Meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Stockholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Stockholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment;
(c) the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (f) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each

                                        3


nominee to serve as a Director of the Corporation if so elected. A stockholder
who does not comply with the foregoing procedures may be precluded from
nominating a candidate for election as a Director at a Meeting of Stockholders.
Notwithstanding anything to the contrary contained in this Section 2, if the
Corporation is required to obtain the consent of any governmental agency prior
to the election of any person nominated by a stockholder or if the Board of
Directors or any committee of the Board of Directors determines that a nominee
if elected would jeopardize the retention of any authorization, license or
permit held by the Corporation issued by a governmental agency, the Board of
Directors or any committee of the Board of Directors may strike such nominee
from the ballot or determine not to place the nominee on the ballot.

     SECTION 3.  VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4.  DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     SECTION 5.  MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of stockholders at the
Annual Meeting of Stockholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the stockholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6.  QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any

                                        4


committee thereof, a majority of the entire Board of Directors shall constitute
a quorum for the transaction of business and the majority of the Directors on
any committee present at any meeting shall constitute a quorum for such
committee. The act of a majority at such meeting shall be the act of the Board
of Directors or of the committee. If a quorum shall not be present at any
meeting of the Board of Directors or of any committee the Directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     SECTION 7.  ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8.  MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9.  COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Each committee, having more than one Director as a member
shall elect a Director on such committee as the Chairperson of such committee.
Any committee, to the extent allowed by statute and as expressly provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that no committee shall have the power to
declare dividends, to elect or remove Officers, or to authorize the issue of any
class of stock of the Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.

     Section 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board

                                        5


of Directors and the Officers of the Corporation as to potential business
opportunities, strategies and acquisitions and divestitures. The Executive
Committee does not make decisions but acts in an advisory capacity only.

     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and Directors,
other than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Directors from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the stockholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or

                                        6


more Executive Vice Presidents, one or more Senior Vice Presidents, one or more
Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need not be stockholders of
the Corporation nor, except in the case of the Chairman of the Board of
Directors, need such officers be directors of the Corporation.

     SECTION 2.  ELECTION. The Board of Directors shall elect the Officers of
the Corporation who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board of Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.

     SECTION 3.  VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4.  CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Stockholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5.  CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

                                        7


     SECTION 6.  PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the stockholders and the Board of
Directors. The President shall have such duties as delegated to him by the Chief
Executive Officer, and such other responsibilities as are delegated to the
President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7.  CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8.  EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief
Executive Officer or in such Officer's absence or in the event of such
Officer's inability or refusal to act, the Chief Operating Officer, the
President, the Chief Operating Officer, the Chairman of the Executive
Committee, the Executive Vice President or the Executive Vice Presidents if
there are more than one (in the order designated by the Board of Directors),
the Senior Vice President or the Senior Vice Presidents if there are more
than one (in the order designated by the Board of Directors), the Vice
President or the Vice Presidents if there is more than one (in the order
designated by the Board of Directors) shall perform the duties of the Chief
Executive Officer, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Chief Executive Officer. Each
Executive Vice President, each Senior Vice President and each Vice President
shall perform such other duties and have such other powers as the Board of
Directors, the Chief Executive Officer, the Chairman, the Chief Operating
Officer, the President or the Chairman of the Executive Committee from time
to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the
Corporation who, in the absence of the Chief Executive Officer or in the
event of the inability or refusal of the Chief Executive Officer to act,
shall perform the duties of the Chief Executive Officer, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
Chief Executive Officer. Assistant Vice Presidents shall perform such duties
and have such powers as the Board of Directors, the Chief Executive Officer,
the Chief Operating Officer, the Chairman or the President from time to time
may prescribe.

     SECTION 9.  SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be

                                        8


kept for that purpose; the Secretary shall also perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all Meetings of the Stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or the Chief Executive Officer, under whose supervision
he shall be. If the Secretary shall be unable or shall refuse to cause to be
given notice of all Meetings of the Stockholders and special meetings of the
Board of Directors, and if there be no Assistant Secretary, then either the
Board of Directors or the Chief Executive Officer may choose another Officer to
cause such notice to be given. The Secretary shall have custody of the seal of
the Corporation and the Secretary or any Assistant Secretary, if there be one,
shall have authority to affix the same to any instrument requiring it and when
so affixed, it may be attested by the signature of the Secretary or by the
signature of any such Assistant Secretary. The Board of Directors may give
general authority to any other Officer to affix the seal of the Corporation and
to attest the affixing by such Officer's signature. The Secretary shall see that
all books, reports, statements, certificates and other documents and records
required by statute to be kept or filed are properly kept or filed, as the case
may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,

                                        9


shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Stockholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1.  FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Delaware, the name
of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2.  SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3.  LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate,
the Board of Directors may, in its discretion and as a condition precedent to
the

                                       10


issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4.  TRANSFERS. Stock of the Corporation shall be transferable in
the manner prescribed by statute and in these By-Laws. Transfers of stock
shall be made on the books of the Corporation only by the person named in the
certificate or by such owner's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, which shall be canceled
before a new certificate shall be issued.

     SECTION 5.  RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any Meeting of Stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a Meeting of Stockholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6.  BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1.  NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such Director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2.  WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or

                                       11


stockholder, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1.  DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting pursuant to law.
Dividends may be paid in cash, in property, or in shares of the stock, subject
to the provisions of the Certificate of Incorporation. Before payment of any
dividend, there may be set aside out of any funds of the Corporation available
for dividends such sum or sums as the Board of Directors from time to time, in
its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.

     SECTION 2.  DISBURSEMENTS. All checks or demands for money and notes of
the Corporation shall be signed by such Officer or Officers or such other
person or persons as the Board of Directors may from time to time designate.

     SECTION 3.  FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4.  CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1.  These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders, or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Stockholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2.  ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                     Exhibit 3.7


STATE OF NEW YORK   }
                      SS:
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON JUL 22 2002


[SEAL]                                                 /s/ [ILLEGIBLE]

                                               SPECIAL DEPUTY SECRETARY OF STATE



                          CERTIFICATE OF INCORPORATION

                                       OF

                        B. and C. Sanitation Corporation

                Under Section 402 of the Business Corporation Law

     The undersigned, for the purpose of forming a corporation under Section 402
of the Business Corporation Law, hereby certifies:

     1.   The name of the Corporation shall be B. and C. Sanitation Corporation.

     2.   The purposes for which it is formed are as follows:

          (a)  To engage in any lawful act or activity for which corporations
               may be organized under the Business Corporation Law of the State
               of New York. The Corporation is not formed to engage in any act
               or activity requiring the concern or approval of any State
               official, Department, Board, Agency or other Body without such
               concern or approval first being obtained.

          (b)  To purchase, acquire, hold, improve, sell, convey, assign,
               release, mortgage, encumber, lease, hire and deal in realty and
               personal property of every name and nature in any way necessary
               or helpful to carry out the purposes heretofore mentioned.

     3.   The office of the Corporation is to be located at Outer Maple Street,
Potsdam, County of St. Lawrence, State of New York.

     4.   The aggregate number of shares which the Corporation shall have
authority to issue is two hundred shares of common stock, all of which shall be
of one class, without par value.

     5.   The Secretary of the State of New York is designated as the agent of
the Corporation upon whom process against it may be served, and the post office

                                        1


address to which the Secretary of State shall mail a copy of any such process
served upon him is Outer Maple Street, Postdam, New York.

     6.   The subscriber is of the age of eighteen (18) years or over.

     In WITNESS WHEREOF, the undersigned has hereunto set his hand the 4th day
of April, 1987.

                                            /s/ Chester G. Bisnett
                                            -------------------------------
                                            CHESTER G. BISNETT
                                            Route 1, O'Brien Road
                                            Norwood, New York

STATE OF NEW YORK)
COUNTY OF ST. LAWRENCE )ss:

     On the 4th day of April, 1987, before me, the subscriber, personally
appeared CHESTER G. BISNETT, to me personally known and known to me to be the
same persons described in and who executed the foregoing instrument and they
acknowledged to me that they executed the same.

[SEAL]                                      /s/ David N. Cobley
                                            ------------------------------------
                                            Notary Public St. Lawrence Co., N.Y.
                                            My Commission Exps.

                                        2


B482795

                          CERTIFICATE OF INCORPORATION

                                       OF

                           B. AND C. SANITATION CORP.

                Under Section 402 of the Business Corporation Law

                   STATE OF NEW YORK
                   DEPARTMENT OF STATE

                   FILED APR 13 1987

                   AMT. OF CHECK $ 120
                   FILING FEE $100
                   TAX $10
                   COUNTY FEE $______
                   COPY $______
                   REFUND $______
                   SPEC HANDLE $ 10
                   BY: /s/ [ILLEGIBLE]
                      --------------------

                                 /s/ [ILLEGIBLE]
                                 ---------------
                              DANIEL S. COHEN, P.C.
                                ATTORNEYS AT LAW
                               258 GENESEE STREET
                              UTICA, NEW YORK 13502
                                 (315) 797-8066



STATE OF NEW YORK   }
                      SS:
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON JUL 22, 2002.

[SEAL]                                                 /s/ [ILLEGIBLE]

                                               SPECIAL DEPUTY SECRETARY OF STATE



                              CERTIFICATE OF MERGER

                                       OF

                              BC ACQUISITION, INC.

                                       AND

                        B. and C. SANITATION CORPORATION

                                      INTO

                        B. and C. SANITATION CORPORATION

                Under Section 904 of the Business Corporation Law

     We, the undersigned, being respectively the Vice President and Assistant
Secretary of BC Acquisition, Inc., and the President and Secretary of B. and C.
Sanitation Corporation, certify:

The Agreement and Plan of the Merger was adopted by the board of directors of
each constituent corporation.

     1.   The name of each constituent corporation is as follows:

            BC Acquisition, Inc. and B. and C. Sanitation Corporation

     2.   The name of the surviving corporation is:

                        B. and C. Sanitation Corporation.

     3.   The number of outstanding shares of BC Acquisition, Inc. is ten (10)
          shares without par value, all of which are entitled to vote. The
          number of outstanding shares of B. and C. Sanitation Corporation is
          twenty seven (27) shares without par value, all of which shares are
          entitled to vote.

     4.   The Certificate of Incorporation of BC Acquisition, Inc., was filed by
          the Department of State on the 8th day of October, 1998 and the
          Certificate of Incorporation of B. and C. Sanitation

                                        1


          Corporation, was filed by the Department of State on April 13, 1987.

     5.   The Merger was authorized by the Unanimous Written Consent of all
          outstanding shares of BC Acquisition, Inc., entitled to vote thereon
          and by the Unanimous Written Consent of all outstanding shares of B.
          and C. Sanitation Corporation, entitled to vote thereon.

     6.   The Merger shall be effective on the filing of this Certificate of
          Merger by the Department of State.

     IN WITNESS WHEREOF, the undersigned have each signed this certificate and
affirmed the truth of the statements contained therein under penalty of perjury
this 29th of October, 1998.

                                          BC ACQUISITION, INC.


                                          By: /s/ Jerry S. Cifor
                                              ----------------------------------
                                              Jerry S. Cifor, Vice President
                                              and Assistant Secretary

                                        2


                                          B. and C. SANITATION CORPORATION


                                          By: /s/ Howard J.Cornwell
                                              ----------------------------------
                                              Howard J. Cornwell, President

                                          By: /s/ Chester W. Bisnett
                                              ----------------------------------
                                              Chester W. Bisnett, Secretary

                                        3


                                                                   F981029000688

                              CERTIFICATE OF MERGER

                                       OF

                              BC ACQUISITION, INC.

                                       AND

                        B. and C. SANITATION CORPORATION

                                      INTO

                        B. and C. SANITATION CORPORATION

                Under Section 904 of the Business Corporation Law


                   [NATIONWIDE INFORMATION SERVICES INC LOGO]
                                 52 JAMES STREET
                                 ALBANY NY 12207
                                 (800) 873-3482
                               (800) 234-8522 FAX

                                    * FILER:

                                  Jack Quigley
                           Corporate Assistant Manager

STATE OF NEW YORK
DEPARTMENT OF STATE
FILED OCT 29 1998
TAX $ 0
      ---------------
BY:    [ILLEGIBLE]
   ------------------
       ST. LAWRENCE

                                                                    981029000710

                                        4



                                                                     Exhibit 3.8


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                        B. AND C. SANITATION CORPORATION



                          AMENDED AND RESTATED BY-LAWS

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                            
ARTICLE I STOCKHOLDERS.........................................................1
  1.1      Place of Meetings...................................................1
  1.2      Annual Meeting......................................................1
  1.3      Special Meetings....................................................1
  1.4      Notice of Meetings..................................................1
  1.5      Voting List.........................................................2
  1.6      Quorum..............................................................2
  1.7      Adjournments........................................................2
  1.8      Voting and Proxies..................................................2
  1.9      Action at Meeting...................................................2
  1.10     Conduct of Meetings.................................................2
  1.11     Action without Meeting..............................................3

ARTICLE II DIRECTORS...........................................................4
  2.1      General Powers......................................................4
  2.2      Number; Election and Qualification..................................4
  2.3      Enlargement of the Board............................................4
  2.4      Tenure..............................................................4
  2.5      Vacancies...........................................................4
  2.6      Resignation.........................................................5
  2.7      Regular Meetings....................................................5
  2.8      Special Meetings....................................................5
  2.9      Notice of Special Meetings..........................................5
  2.10     Meetings by Conference Communications Equipment.....................5
  2.11     Quorum..............................................................5
  2.12     Action at Meeting...................................................5
  2.13     Action by Consent...................................................6
  2.14     Removal.............................................................6
  2.15     Committees..........................................................6
  2.16     Compensation of Directors...........................................6

ARTICLE III OFFICERS...........................................................6
  3.1      Titles..............................................................6
  3.2      Election............................................................7
  3.3      Qualification.......................................................7
  3.4      Tenure..............................................................7
  3.5      Resignation and Removal.............................................7
  3.6      Vacancies...........................................................7


                                      - i -


                                                                           
  3.7      Chairman of the Board...............................................7
  3.8      President; Chief Executive Officer..................................8
  3.9      Vice Presidents.....................................................8
  3.10     Secretary and Assistant Secretaries.................................8
  3.11     Treasurer and Assistant Treasurers..................................8
  3.12     Salaries............................................................9

ARTICLE IV CAPITAL STOCK.......................................................9
  4.1      Issuance of Stock...................................................9
  4.2      Certificates of Stock...............................................9
  4.3      Transfers..........................................................10
  4.4      Lost, Stolen or Destroyed Certificates.............................10
  4.5      Record Date........................................................10

ARTICLE V GENERAL PROVISIONS..................................................11
  5.1      Fiscal Year........................................................11
  5.2      Corporate Seal.....................................................11
  5.3      Waiver of Notice...................................................11
  5.4      Voting of Securities...............................................11
  5.5      Evidence of Authority..............................................11
  5.6      Certificate of Incorporation.......................................12
  5.7      Transactions with Interested Parties...............................12
  5.8      Severability.......................................................12
  5.9      Pronouns...........................................................12

 ARTICLE VI AMENDMENTS........................................................13
  6.1      By the Board of Directors..........................................13
  6.2      By the Stockholders................................................13



                                     - ii -


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                        B. AND C. SANITATION CORPORATION


                                    ARTICLE I

                                  STOCKHOLDERS

     1.1  PLACE OF MEETINGS. All meetings of stockholders shall be held at such
place as may be designated from time to time by the Board of Directors, the
Chairman of the Board or the President or, if not so designated, at the
principal office of the corporation.

     1.2  ANNUAL MEETING. Unless directors are elected by consent in lieu of an
annual meeting, the annual meeting of stockholders for the election of directors
and for the transaction of such other business as may properly be brought before
the meeting shall be held during the month of March on a date and at a time
designated by the Board of Directors, the Chairman of the Board or the President
(which date shall not be a legal holiday in the place where the meeting is to be
held). If no annual meeting is held in accordance with the foregoing provisions,
a special meeting may be held in lieu of the annual meeting, and any action
taken at that special meeting shall have the same effect as if it had been taken
at the annual meeting, and in such case all references in these By-laws to the
annual meeting of the stockholders shall be deemed to refer to such special
meeting.

     1.3  SPECIAL MEETINGS. Special meetings of stockholders for any purpose or
purposes may be called at any time by the Board of Directors; the Chairman of
the Board or the President, but such special meetings may not be called by any
other person or persons. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.

     1.4  NOTICE OF MEETINGS. Except as otherwise provided by law, written
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and time of the meeting and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting. The notice of a special meeting
shall state, in addition, the purpose or purposes for which the meeting is
called. If notice is given by mail, such notice shall be deemed given when
deposited in the United States mail, postage prepaid,



directed to the stockholder at such stockholder's address as it appears on the
records of the corporation.

     1.5  VOTING LIST. The Secretary shall prepare, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. The list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

     1.6  QUORUM. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. A quorum, once established at a meeting,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum.

     1.7  ADJOURNMENTS. Any meeting of stockholders may be adjourned from time
to time to any other time and to any other place at which a meeting of
stockholders may be held under these By-laws by the stockholders present or
represented at the meeting and entitled to vote, although less than a quorum,
or, if no stockholder is present, by any officer entitled to preside at or to
act as secretary of such meeting. At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.

     1.8  VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder, unless
otherwise provided by law or the Certificate of Incorporation. Each stockholder
of record entitled to vote at a meeting of stockholders, or to express consent
or dissent to corporate action without a meeting, may vote or express such
consent or dissent in person or may authorize another person or persons to vote
or act for such stockholder by a proxy executed and delivered to the Secretary
of the corporation. No such proxy shall be voted or acted upon after six months
from the date of its execution, unless the proxy expressly provides for a longer
period.

     1.9  ACTION AT MEETING. When a quorum is present at any meeting, any matter
other than the election of directors to be voted upon by the stockholders at
such meeting shall be decided by the vote of the holders of shares of stock
having a majority of the votes cast by the holders of all of the shares of stock
present or represented and voting on such matter (or if there are two or more
classes of stock entitled to vote as separate classes, then in the case of each
such class, the holders of a majority of the stock of that class present or
represented and voting on such matter), except when a different vote is required
by law, the Certificate of Incorporation or these By-Laws. When a quorum is
present at any meeting, any election by stockholders of directors shall be
determined by a plurality of the votes cast on the election.

     1.10 CONDUCT OF MEETINGS.

                                      - 2 -


          (a) CHAIRMAN OF MEETING. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in the Chairman's absence by the
Vice Chairman of the Board, if any, or in the Vice Chairman's absence by the
President, or in the President's absence by a Vice President, or in the absence
of all of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen by vote of
the stockholders at the meeting. The Secretary shall act as secretary of the
meeting, but in the Secretary's absence the chairman of the meeting may appoint
any person to act as secretary of the meeting.

          (b) RULES, REGULATIONS AND PROCEDURES. The Board of Directors of the
corporation may adopt by resolution such rules, regulations and procedures for
the conduct of any meeting of stockholders of the corporation as it shall deem
appropriate. Except to the extent inconsistent with such rules, regulations and
procedures as adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the corporation, their duly authorized
and constituted proxies or such other persons as shall be determined; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with the rules of parliamentary procedure.

     1.11 ACTION WITHOUT MEETING.

          (a) TAKING OF ACTION BY CONSENT. Any action required or permitted to
be taken at any annual or special meeting of stockholders of the corporation may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by the holders
of all outstanding stock entitled to vote thereon or, if the certificate of
incorporation so permits, signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote on such
action were present and voted. Except as otherwise provided by the Certificate
of Incorporation, stockholders may act by written consent to elect directors;
provided, however, that, if such consent is less than unanimous, such action by
written consent may be in lieu of holding an annual meeting only if all of the
directorships to which directors could be elected at an annual meeting held at
the effective time of such action are vacant and are filled by such action.

                                      - 3 -


          (b) NOTICE OF TAKING OF CORPORATE ACTION. Prompt notice of the taking
of corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing and who,
if the action had been taken at a meeting, would have been entitled to notice of
the meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of holders to take the action were
delivered to the corporation.

                                   ARTICLE II

                                    DIRECTORS

     2.1  GENERAL POWERS. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board until the vacancy is filled.

     2.2  NUMBER; ELECTION AND QUALIFICATION. The number of directors which
shall constitute the whole Board of Directors shall be determined from time to
time by resolution of the stockholders or the Board of Directors, but in no
event shall be less than one. The number of directors may be decreased at any
time and from time to time either by the stockholders or by a majority of the
directors then in office, but only to eliminate vacancies existing by reason of
the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote on such election. Directors need
not be stockholders of the corporation.

     2.3  ENLARGEMENT OF THE BOARD. The number of directors may be increased at
any time and from time to time by the stockholders or by a majority of the
directors then in office.

     2.4  TENURE. Each director shall hold office until the next annual meeting
and until a successor is elected and qualified, or until such director's earlier
death, resignation or removal.

     2.5  VACANCIES. Unless and until filled by the stockholders, any vacancy in
the Board of Directors, however occurring, including a vacancy resulting from an
enlargement of the Board, may be filled by vote of a majority of the directors
then in office, although less than a quorum, or by a sole remaining director. A
director elected to fill a vacancy shall be elected for the unexpired term of
such director's predecessor in office, and a director chosen to fill a position
resulting from an increase in the number of directors shall hold office until
the next annual meeting of stockholders and until a successor is elected and
qualified, or until such director's earlier death, resignation or removal.

                                      - 4 -


     2.6  RESIGNATION. Any director may resign by delivering a resignation in
writing or by electronic transmission to the corporation at its principal office
or to the Chairman of the Board, the President or the Secretary. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some later time or upon the happening of some later event.

     2.7  REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall be determined from time to
time by the Board of Directors; provided that any director who is absent when
such a determination is made shall be given notice of the determination. A
regular meeting of the Board of Directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

     2.8  SPECIAL MEETINGS. Special meetings of the Board of Directors may be
held at any time and place designated in a call by the Chairman of the Board,
the President, two or more directors, or by one director in the event that there
is only a single director in office.

     2.9  NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of directors
shall be given to each director by the Secretary or by the officer or one of the
directors calling the meeting. Notice shall be duly given to each director (i)
by giving notice to such director in person or by telephone at least 24 hours in
advance of the meeting, (ii) by sending a telegram or delivering written notice
by hand, to such director's last known business or home address at least 48
hours in advance of the meeting, or (iii) by sending written notice, via
first-class mail or reputable overnight courier, to such director's last known
business or home address at least 72 hours in advance of the meeting. A notice
or waiver of notice of a meeting of the Board of Directors need not specify the
purposes of the meeting.

     2.10 MEETINGS BY CONFERENCE COMMUNICATIONS EQUIPMENT. Directors may
participate in meetings of the Board of Directors or any committee thereof by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such meeting.

     2.11 QUORUM. A majority of the total number of the whole Board of Directors
shall constitute a quorum at all meetings of the Board of Directors. In the
event one or more of the directors shall be disqualified to vote at any meeting,
then the required quorum shall be reduced by one for each such director so
disqualified; provided, however, that in no case shall less than one-third of
the number of directors fixed pursuant to Section 2.2 of these By-laws
constitute a quorum. In the absence of a quorum at any such meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice other than announcement at the meeting, until a quorum shall be
present.

     2.12 ACTION AT MEETING. At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these By-laws.

                                      - 5 -


     2.13 ACTION BY CONSENT. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent to the action in writing or by electronic transmission, and the written
consents and electronic transmissions are filed with the minutes of proceedings
of the Board or committee.

     2.14 REMOVAL. Any one or more or all of the directors may be removed, with
or without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors, except that the directors elected by the
holders of a particular class or series of stock may be removed without cause
only by vote of the holders of a majority of the outstanding shares of such
class or series.

     2.15 COMMITTEES. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of law, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the corporation to be
affixed to all papers which may require it. Each such committee shall keep
minutes and make such reports as the Board of Directors may from time to time
request. Except as the Board of Directors may otherwise determine, any committee
may make rules for the conduct of its business, but unless otherwise provided by
the directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these By-laws for the Board of
Directors.

     2.16 COMPENSATION OF DIRECTORS. Directors may be paid such compensation for
their services and such reimbursement for expenses of attendance at meetings as
the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

                                   ARTICLE III

                                    OFFICERS

     3.1  TITLES. The officers of the corporation shall consist of a President,
a Secretary, a Treasurer and such other officers with such other titles as the
Board of Directors may determine,

                                      - 6 -


including a Chairman of the Board, a Vice Chairman of the Board, and one or more
Vice Presidents, Assistant Treasurers, and Assistant Secretaries, The Board of
Directors may appoint such other officers as it may deem appropriate.

     3.2  ELECTION. The President, Treasurer and Secretary shall be elected
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

     3.3  QUALIFICATION. No officer need be a stockholder. Any two or more
offices may be held by the same person.

     3.4  TENURE. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-laws, each officer shall hold office until such
officer's successor is elected and qualified, unless a different term is
specified in the resolution electing or appointing such officer, or until such
officer's earlier death, resignation or removal.

     3.5  RESIGNATION AND REMOVAL. Any officer may resign by delivering a
written resignation to the corporation at its principal office or to the Chief
Executive Officer or the Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some later time or upon the
happening of some later event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following such officer's resignation or removal, or any right to
damages on account of such removal, whether such officer's compensation be by
the month or by the year or otherwise, unless such compensation is expressly
provided in a duly authorized written agreement with the corporation.

     3.6  VACANCIES. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary. Each such successor shall hold office for the unexpired term of
such officer's predecessor and until a successor is elected and qualified, or
until such officer's earlier death, resignation or removal.

     3.7  CHAIRMAN OF THE BOARD. The Board of Directors may appoint from its
members a Chairman of the Board. If the Board of Directors appoints a Chairman
of the Board, such Chairman shall perform such duties and possess such powers as
are assigned by the Board of Directors and, if the Chairman of the Board is also
designated as the corporation's Chief Executive Officer, shall have the powers
and duties of the Chief Executive Officer prescribed in Section 3.8 of these
By-laws. Unless otherwise provided by the Board of Directors, the Chairman of
the Board shall preside at all meetings of the Board of Directors and
stockholders.

                                      - 7 -


     3.8  PRESIDENT; CHIEF EXECUTIVE OFFICER. Unless the Board of Directors has
designated the Chairman of the Board or another person as the corporation's
Chief Executive Officer, the President shall be the Chief Executive Officer of
the corporation. The Chief Executive Officer shall have general charge and
supervision of the business of the Corporation subject to the direction of the
Board of Directors. The President shall perform such other duties and shall have
such other powers as the Board of Directors and the Chief Executive Officer (if
the Chairman of the Board or another person is serving in such position) may
from time to time prescribe.

     3.9  VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe. In the event of the absence, inability or refusal
to act of the Chief Executive Officer, the President (if the President is not
the Chief Executive Officer), and then the Vice President (or if there shall be
more than one, the Vice Presidents in the order determined by the Board of
Directors), shall perform the duties of the Chief Executive Officer and when so
performing shall have all the powers of and be subject to all the restrictions
upon the Chief Executive Officer. The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.

     3.10 SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the secretary, including without limitation the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary, the Assistant Secretary, (or if there shall be more than one,
the Assistant Secretaries in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the chairman of the meeting shall designate a
temporary secretary to keep a record of the meeting.

     3.11 TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned by the
Board of Directors or the Chief Executive Officer. In addition, the Treasurer
shall perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the

                                      - 8 -


corporation in depositories selected in accordance with these By-laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Treasurer, the Assistant Treasurer, (or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.

     3.12 SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                                   ARTICLE IV

                                  CAPITAL STOCK

     4.1  ISSUANCE OF STOCK. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any shares of the authorized capital stock of the
corporation held in the corporation's treasury may be issued, sold, transferred
or otherwise disposed of by vote of the Board of Directors in such manner, for
such lawful consideration and on such terms as the Board of Directors may
determine.

     4.2  CERTIFICATES OF STOCK. Every holder of stock of the corporation shall
be entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
such holder in the corporation. Each such certificate shall be signed by, or in
the name of the corporation by, the Chairman or Vice-Chairman, if any, of the
Board of Directors, or the President or a Vice President, and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation. Any or all of the signatures on the certificate may be a facsimile.

     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, these By-laws,
applicable securities laws or any agreement among any number of stockholders or
among such holders and the corporation shall have conspicuously noted on the
face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional

                                      - 9 -


or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of each certificate
representing shares of such class or series of stock, provided that in lieu of
the foregoing requirements there may be set forth on the face or back of each
certificate representing shares of such class or series of stock a statement
that the corporation will furnish without charge to each stockholder who so
requests a copy of the full text of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

     4.3  TRANSFERS. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of these By-laws.

     4.4  LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may issue a
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.

     4.5  RECORD DATE. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 10 days after the date of adoption of a
record date for a consent without a meeting, nor more than 60 days prior to any
other action to which such record date relates.

     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before

                                     - 10 -


the day on which the meeting is held. If no record date is fixed, the record
date for determining stockholders entitled to express consent to corporate
action without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first consent is properly delivered to
the corporation. If no record date is fixed, the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating to such purpose.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                                    ARTICLE V

                               GENERAL PROVISIONS

     5.1  FISCAL YEAR. Except as from time to time otherwise designated by the
Board of Directors, the fiscal year of the corporation shall begin on the first
day of May of each year and end on the last day of April in each year.

     5.2  CORPORATE SEAL. The corporate seal shall be in such form as shall be
approved by the Board of Directors.

     5.3  WAIVER OF NOTICE. Whenever notice is required to be given by law, by
the Certificate of Incorporation or by these By-laws, a written waiver, signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before, at or after the time stated in such
notice, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     5.4  VOTING OF SECURITIES. Except as the Board of Directors may otherwise
designate, the President or the Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.

     5.5  EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the stockholders,
directors, a committee or any officer or representative of the corporation shall
as to all persons who rely on the certificate in good faith be conclusive
evidence of such action.

                                     - 11 -


     5.6  CERTIFICATE OF INCORPORATION. All references in these By-laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

     5.7  TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors at which the contract or transaction is authorized or solely
because any such director's or officer's votes are counted for such purpose, if:

          (a) The material facts as to the director's or officer's relationship
or interest and as to the contract or transaction are disclosed or are known to
the Board of Directors or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum;

          (b) The material facts as to the director's or officer's relationship
or interest and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or

          (c) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the Board of Directors, a
committee of the Board of Directors, or the stockholders.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     5.8  SEVERABILITY. Any determination that any provision of these By-laws is
for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-laws.

     5.9  PRONOUNS. All pronouns used in these By-laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

                                     - 12 -


                                   ARTICLE VI

                                   AMENDMENTS

     6.1  BY THE BOARD OF DIRECTORS. These By-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present.

     6.2  BY THE STOCKHOLDERS. These By-laws may be altered, amended or repealed
or new by-laws may be adopted by the affirmative vote of the holders of a
majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting.

                                     - 13 -



                                                                     Exhibit 3.9


STATE OF NEW YORK   }
                      SS:
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON JUL 22 2002


[SEAL]                                                 /s/ [ILLEGIBLE]

                                               SPECIAL DEPUTY SECRETARY OF STATE



                                                                   F930526000411

                          CERTIFICATE OF INCORPORATION

                                       OF

                        BLASDELL DEVELOPMENT GROUP, INC.

                                   ----------

                Under Section 402 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

          FIRST:    The name of the corporation is: BLASDELL DEVELOPMENT GROUP,
INC.

          SECOND:   The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized pursuant to the Business
Corporation Law of the State of New York. The Corporation is not to engage in
any act or activity requiring any consents or approvals by law without such
consent or approval first being obtained.

          For the accomplishment of the aforesaid purposes, and in furtherance
thereof, the Corporation shall have, and may exercise, all of the powers
conferred by the Business Corporation Law upon corporations formed thereunder,
subject to any limitations contained in Article 2 of said law or in accordance
with the provisions of any other statute of the State of New York.

          THIRD:    The number of shares which the corporation shall have the
authority to issue is 200 at no par value.

          FOURTH:   The principal office of the corporation is to be located in
the County of Erie, State of New York.

          FIFTH:    The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address within the State of New York to which the Secretary of State
shall mail a copy of any process against the corporation served upon him is:

                         c/o   The Corporation
                               4828 Milestrip Road
                               Blasdell, NY 14219

The undersigned incorporator is of the age of eighteen years or older.

IN WITNESS WHEREOF, this certificate has been subscribed this 26th day of May,
1993 by the undersigned who affirms that the statements made herein are true
under the penalties of perjury.


Joan Terry                          500 Central Avenue, Albany, NY 12206
- -----------------------------       ------------------------------------
Jaon Terry, Incorporator            Address

                                        1


                                                                   F930526000411

                          CERTIFICATE OF INCORPORATION

                                       OF

                        BLASDELL DEVELOPMENT GROUP, INC.

                                   ----------

                Under Section 402 of the Business Corporation Law

                                     BILLED

STATE OF NEW YORK
DEPARTMENT OF STATE

FILED MAY 26 1993

TAX $ 10

BY: /s/ [ILLEGIBLE]
    ---------------
      /s/ [ILLEGIBLE]

                               Nicholas P. Amigone
                               37 Franklin Street
                                    Suite 700
                                Buffalo, NY 14202

                         Reference Number: A2071-022497

                                                                    930526000453

                                        2


STATE OF NEW YORK   }
                      SS:
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

          WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON JUL 22 2002

[SEAL]

                                                        /s/ [ILLEGIBLE]

                                               SPECIAL DEPUTY SECRETARY OF STATE



                              CERTIFICATE OF CHANGE

                                       OF

                        BLASDELL DEVELOPMENT GROUP, INC.

               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

               We the undersigned, President and the Secretary respectively of
BLASDELL DEVELOPMENT GROUP, INC. hereby certify:

               1.   The name of the corporation is BLASDELL DEVELOPMENT GROUP,
                    INC.

               2.   The certificate of incorporation was filed by the Department
                    of State on May 26, 1993.

               3.   The certificate of incorporation is changed to change the
                    post office address to which the Secretary of State shall
                    mail a copy of process against the corporation served upon
                    him.

               4.   Paragraph FIFTH of the certificate of incorporation is
                    amended to read as follows:

                         FIFTH:     The Secretary of State is designated as the
                         agent of the corporation upon whom process against the
                         corporation may be served. The post office address to
                         which the Secretary of State shall mail a copy of any
                         process against the corporation served upon him is: c/o
                         BLASDELL DEVELOPMENT GROUP, INC., 3675 Jeffrey
                         Boulevard, Blasdell, NY 14219.

               5.   The change to the certificate of incorporation was
                    authorized by the board of directors.

               IN WITNESS WHEREOF, the undersigned have executed this
certificate as of this 16th day of February, 1999, and affirm that the
statements contained herein are true under penalties of perjury.

                                                    /s/ David Balbierz
                                                --------------------------------
                                                David Balbierz, President

                                                     /s/ Gordon Reger
                                                --------------------------------
                                                Gordon Reger, Secretary

                                        1


                                                                   F990223000786

                              CERTIFICATE OF CHANGE

                                       OF

                        BLASDELL DEVELOPMENT GROUP, INC.

                           Under Section 805-A of the
                            Business Corporation Law

                                   ----------


                                                              STATE OF NEW YORK
                                                             DEPARTMENT OF STATE

                                                             FILED: FEB 23 1999
                                                             TAX $
                                                                  --------------
                                                             BY: /s/ [ILLEGIBLE]
                                                                ----------------
                                                                     Erie

                      DUKE, HOLZMAN, YAEGER & PHOTIADIS LLP
                                Attorneys At Law
                              2500 Main Place Tower
                             Buffalo, New York 14202
                                  716-835-1111

                                                                   F990223000808

                                        2



                                                                    Exhibit 3.10


                                     BY-LAWS

                                       OF

                        BLASDELL DEVELOPMENT GROUP, INC.

                                    ARTICLE I

                             MEETING OF SHAREHOLDERS

          SECTION 1.     ANNUAL MEETING. The annual meeting of shareholders
shall be held during the first two weeks of December of each year as may be
designated by the Chairman of the Board of Directors, or if there be none, the
President of the Corporation, at the Corporation's principal place of business
or at such other time and place as may be designated by the Chairman of the
Board of Directors, or if there be none, the President of the Corporation.

          SECTION 2.     SPECIAL MEETINGS. Special meetings of shareholders may
be called at any time upon request of a majority of the Directors, the President
of the Corporation, or the holders of not less than 25 percent of all the shares
entitled to vote at the meeting. Special meetings shall be held at a time and
place to be designated by the President of the Corporation.

          SECTION 3.     NOTICE. The Secretary shall give personal or written
notice to all shareholders of record of the holding of any regular or special
meeting of shareholders not less than ten nor more than fifty days prior to the
date of such meeting, but no such notice shall be required in the case of any
shareholder who waives the same. Notice of a special meeting shall state the
purpose for which the meeting is called.



          SECTION 4.     QUORUM. The presence in person or by proxy of holders
of the majority of outstanding stock entitled to vote shall be necessary to
constitute a quorum. The affirmative vote of a majority of the shares
represented at a meeting shall be the act of the shareholders, provided that a
quorum is present at such meeting and that the vote of a greater or lesser
number of shares is not required by law or the certificate of incorporation.

          SECTION 5.     ADJOURNED MEETINGS. In case a quorum shall not be
present at any duly called meeting, the majority of those present may adjourn
the meeting from time to time not exceeding thirty days at any one time until a
quorum shall be present and the business of the meeting accomplished; and of
such adjourned meeting, no notice need be given.

          SECTION 6.     WRITTEN CONSENT OF SHAREHOLDERS. Whenever shareholders
are required or permitted to take any action by vote, such action may be taken
without a meeting on written consent, setting forth the action so taken, signed
by the holders of all outstanding shares entitled to vote thereon.

                                   ARTICLE II

                                    DIRECTORS

          SECTION 1.     NUMBER. The Board of Directors shall consist of one or
more members. The number of Directors of the Corporation shall be such number as
is fixed from time to time by the Board of Directors; and until further action
by the Board of Directors, the number of Directors shall be one.

                                      - 2 -


          SECTION 2.     ELECTION. The Directors shall be chosen at the annual
shareholders' meeting by plurality of the votes cast, and each of such Directors
shall serve for a term of one year and until his successor has been elected. Any
vacancy occurring in the Board of Directors by reason of death, resignation,
removal (with or without cause) or disqualification of a Director or increase in
the number of Directors, or for any other reason, shall be filled by a majority
of the Directors remaining; and such director shall serve until the next annual
meeting of shareholders or until his successor is elected. A Director need not
be a shareholder.

          SECTION 3.     QUORUM. A majority of the Board of Directors shall be
necessary to constitute a quorum. The act of a majority of the Directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the Directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

          SECTION 4.     MEETINGS. Meetings of the Board of Directors will be
held upon call of the President or Secretary, and such call shall be issued
whenever requested in writing by any two Directors. Meetings may be held outside
the State of New York. Notice of meetings shall be by telephone or any written

                                      - 3 -


communication, but no notice shall be required in the case of any Director who
waives the same. If such notice is served personally or by telephone, it must be
so served not less than one day prior to the meeting; and if mailed, it must be
mailed not less than five days prior to the meeting.

          SECTION 5.     REMOVAL OF DIRECTORS. Any Director may be removed with
or without cause at any time by a vote of the shareholders holding a majority of
the shares of the Corporation at any meeting called for that purpose.

          SECTION 6.     WRITTEN CONSENT. Whenever Directors are required or
permitted to take any action by vote, such action may be taken without a meeting
upon written consent, setting forth the action so taken, signed by all the
Directors.

          SECTION 7.     CONFERENCE CALLS. Any one or more members of the Board
of Directors may participate in a meeting of such Board by means of a conference
telephone, or similar communication equipment, allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.

                                   ARTICLE III

                             COMMITTEES OF DIRECTORS

          SECTION 1.     CREATION. The Board of Directors may, by resolution or
resolutions adopted by a majority of the entire board, designate one or more
committees, each committee to consist of three or more of the directors, which,
to the extent provided in said resolution or resolutions and within the

                                      - 4 -


limitations prescribed by statute, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the corporation to be
affixed to all papers which may require it.

          SECTION 2.     WRITTEN CONSENT. Whenever the members of a Committee
established by the Board are required or permitted to take any action by vote,
such action may be taken without a meeting upon written consent, setting forth
the action so taken, signed by all the members of such Committee.

          SECTION 3.     CONFERENCE CALLS. Any one or more members of any
Committee established by the Board may participate in a meeting of such
Committee by means of a conference telephone, or similar communication
equipment, allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
person at a meeting.

                                   ARTICLE IV

                              PROCEDURE AT MEETINGS

          The order of business and all other matters of procedure at any
meeting of shareholders or Directors, unless determined by the meeting itself by
majority vote, shall be determined by the presiding officer, who shall be the
Chairman of the Board of Directors or, if there be none, the President.

                                      - 5 -


                                    ARTICLE V

                                    OFFICERS

          SECTION 1.     ELECTION. The Board of Directors shall elect a
President, Vice-President, Secretary, Treasurer, and such other officers as the
Board of Directors shall deem appropriate. Such officers shall serve at the
pleasure of the Directors and shall receive compensation to be determined by the
Board.

          SECTION 2.     CHAIRMAN. The Chairman shall preside at all meetings of
the shareholders and directors and shall have such other powers and duties as
may from time to time be assigned by the board.

          SECTION 3.     PRESIDENT. The President shall be the chief executive
officer of the Corporation; he shall have supervision and control of the
management of the business of the Corporation, shall have authority to fix
compensation of all employees of the Corporation other than the officers, shall
be generally in charge of all the affairs of the Corporation, and shall see that
all orders and resolutions of the Board are carried into effect.

          SECTION 4.     VICE-PRESIDENT. The Vice-President in the absence or
incapacity of the President shall perform the duties of that officer.

          SECTION 5.     SECRETARY. The Secretary shall keep the records and
minutes of the Corporation, have charge of the certificate book and shall
perform the other duties customarily performed by the Secretary of the
Corporation.

                                      - 6 -


          SECTION 6.     TREASURER. The Treasurer shall have the care and
custody of the funds and securities of the Corporation and shall keep account of
the finances of the Corporation.

          SECTION 7.     STOCK IN OTHER COMPANIES. Unless otherwise ordered by
the Board of Directors, the President, or Vice-President if duly authorized by
the President, shall have full power and authority on behalf of the Company to
attend and to vote at any meeting of stockholders of any corporation in which
this Company may hold stock, and may exercise on behalf of this Company any and
all of the rights and powers incident to the ownership of such stock at any such
meeting, and shall have power and authority to execute and deliver proxies and
consents on behalf of this Company in connection with the exercise by this
Company of the rights and powers incident to the ownership of such stock. The
Board of Directors, from time to time, may confer like powers upon any other
person or persons.

                                   ARTICLE VI

                          INDEMNIFICATION OF PERSONNEL

          SECTION 1.     Subject to Section 2 hereof, the Corporation shall
indemnify any person made, or threatened to be made, a party to an action or
proceeding, whether civil or criminal, by reason of the fact that such person,
his or her testator or intestate, was a director, officer, or employee of the
Corporation or served any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise at the request

                                      - 7 -


of the Corporation (hereinafter referred to as an "Other Entity") against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, if such person acted in good faith, for a
purpose which he or she reasonably believed to be in the best interests of the
Corporation or, in the case of service to an Other Entity, not opposed to the
best interests of the Corporation and, in criminal actions or proceedings, in
addition, had no reasonable cause to believe that his or her conduct was
unlawful. Such indemnification shall be subject to and in accordance with the
provisions of Section 723 of the Business Corporation Law.

          SECTION 2.     In connection with any action or proceeding by or in
the right of the Corporation to procure a judgment in its favor, indemnification
hereunder shall include only amounts paid in settlement and reasonable expenses,
including attorneys' fees actually and necessarily incurred in connection with
the defense, or settlement of such action, or in connection with an appearance
therein, and no indemnification shall be made in respect of (1) a threatened
action, or a pending action which is settled or otherwise disposed of, or (2)
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the Corporation, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon

                                      - 8 -


application that, in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity of such portion of the settlement
amount and expenses as the court deems proper.

          SECTION 3.     The indemnification authorized by Section 1 hereof
shall not be deemed to be exclusive of any other rights to which a person
seeking indemnification may be entitled pursuant to the applicable provisions of
the Business Corporation Law or pursuant to a resolution of the shareholders or
directors adopted in accordance with Section 721 of the Business Corporation
Law. Expenses incurred in defending a civil or criminal action or proceeding may
be paid by the Corporation in advance of the final disposition of such action or
proceeding to the extent permitted by and subject to the provisions of Sections
723 and 725 of the Business Corporation Law.

          SECTION 4.     It is the intention by these by-laws to allow the
Corporation to indemnify corporate personnel to the maximum extent permitted by
applicable law and the Board of Directors and shareholders, together or
independently, are authorized to take such actions as shall be necessary to
implement the foregoing.

                                   ARTICLE VII

                             CERTIFICATES FOR SHARES

          SECTION 1.     Certificates representing shares of the Corporation
shall be bound in a book, shall be numbered and issued in consecutive order,
shall be signed by the President or

                                      - 9 -


Vice-President and the Secretary or Treasurer, under the Corporation seal; and
in the stub of each certificate shall be entered the name of the person owning
the shares represented thereby, the number of such shares, and the date of
issue. All certificates exchanged or returned to the Corporation shall be marked
cancelled, with the date of cancellation, by the Secretary, and shall be
immediately attached to the stubs in the certificate books from which they were
detached when issued. The Board of Directors may direct a new share certificate
to be issued in place of any certificate previously issued by the Corporation
alleged to have been lost, destroyed or wrongfully taken, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost,
destroyed or wrongfully taken. As a condition of authorizing such issue of a new
certificate, the Board of Directors may, in its discretion, require the owner of
such lost, destroyed or wrongfully taken certificate, or his legal
representative, to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, destroyed or wrongfully
taken.

          SECTION 2.     TRANSFERS. Transfers of shares shall be made on the
books of the Corporation by the holder in person or by power of attorney duly
executed and witnessed and filed with the Secretary of the Corporation on
surrender of the certificate of such shares.

                                     - 10 -


                                  ARTICLE VIII

                                   AMENDMENTS

          These By-Laws and any hereafter adopted may be added to, amended,
altered or repealed by a majority vote of the Directors at any duly held
meeting. These By-Laws and any hereafter adopted may be added to, amended,
altered or repealed by a majority vote of the shareholders at any duly held
meeting.

                                     - 11 -



                                                                    Exhibit 3.11

                                                                          [LOGO]

                                STATE OF VERMONT

                          OFFICE OF SECRETARY OF STATE

     I, DEBORAH L. MARKOWITZ, SECRETARY OF STATE OF THE STATE OF VERMONT, DO
HEREBY CERTIFY THAT THE ATTACHED IS A TRUE COPY OF


                             ARTICLES OF ASSOCIATION


                                       FOR


                         BRISTOL WASTE MANAGEMENT, INC.


                                                JUNE 7, 2002

                                                GIVEN UNDER MY HAND AND THE SEAL
                                                OF THE STATE OF VERMONT, AT
                                                MONTPELIER, THE STATE CAPITAL


                                                /s/ Deborah L. Markowitz


                                                DEBORAH L. MARKOWITZ
                                                SECRETARY OF STATE

[SEAL]



                                   No. V-47755

                             ARTICLES OF ASSOCIATION

                                     OF THE

                         BRISTOL WASTE MANAGEMENT, INC.


                                STATE OF VERMONT

                           Secretary of State's Office

                                Filed May 31 1990

                                  /s/ [ILLEGIBLE]
                          -----------------------------
                                     Secretary of State

01260001



                             ARTICLES OF ASSOCIATION

The name of the corporation shall be Bristol Waste Management, Inc.

The initial registered agent shall be Harry R. Ryan, III Esquire
                                      ------------------------------------------
                       (NOTE:  A Corporation CANNOT be its own registered agent)

with registered office at Post Office Box 310, Rutland, Vermont 05702

The corporation shall be located at Post Office Box 866, Rutland, Vermont 05702

The operating year shall be? Calendar December 31     Fiscal
                                      ------------------------------------------
                                       (Dec. 31)              (Month-day)

IF A FISCAL YEAR ENDING IS NOT SPECIFIED, THE CALENDAR YEAR ENDING DECEMBER 31ST
SHALL BE DESIGNATED AS YOUR FISCAL YEAR ENDING.

The period of duration shall be (if perpetual so state) Perpetual

Please check appropriate box:

          /X/  Vermont General Corporation (T. 11, Ch. 17)

          / /  Vermont Professional Corporation (T. 11, Ch. 3)

          / /  Vermont Non-Profit Corporation (T. 11, Ch. 19)

          / /  Worker Cooperative (T. 11, Ch. 8)

          / /  Cooperative Marketing Act (T. 11, Ch. 7)

This corporation is organized for the purpose of: Owning and operating a
landfill located in the Town of Bristol, Vermont, and any other activity
associated therewith or necessary thereto.

Here set our purpose clearly and briefly, using separate paragraphs to cover
each separate purpose.

EACH VERMONT CORPORATION MUST FILE AN ANNUAL REPORT WITHIN TWO AND ONE HALF
(2 1/2) MONTHS AFTER THE EXPIRATION OF ITS FISCAL YEAR ENDING.



The following information regarding shares must be completed by business
corporations. NON-PROFIT CORPORATIONS CANNOT HAVE SHARES.

The aggregate number of shares the corporation shall have authority to issue is
______________ shares preferred, with a par value of (if no par value, so state)
100 shares, common, with a par value of (if no par value, so state) No par value

If preferred shares are provided for, state here briefly the terms of
preference.

If shares are to be divided into classes or series, state here the designations,
preferences, limitations, and relative rights of each class or series.

DIRECTORS:     Business corporations with three or more shareholders must have
at least three directors. If there are fewer than three shareholders, the number
of directors may be equal to, BUT NOT LESS THAN, the number of shareholders.

Non-profit corporations must have at least three directors.

The initial board of directors shall have 2 members with the following serving
as directors until their successors be elected and qualify:

HAVING NAMED FEWER THAN THREE DIRECTORS I HEREBY STATE THAT THE NUMBER OF
SHAREHOLDERS DOES NOT EXCEED THE NUMBER OF DIRECTORS.


    DIRECTORS:                 POST OFFICE ADDRESS

John W. Casella    P.O. Box 866, Rutland, Vermont 05702

Douglas Casella    P.O. Box 866, Rutland, Vermont 05702


Dated at Rutland in the County of Rutland this 24th day of May 1990.

    INCORPORATORS             POST OFFICE ADDRESS

/s/ John W. Casella
- -------------------------------------------------------
John W. Casella    P.O. Box 866, Rutland, Vermont 05702

/s/ Douglas Casella
- -------------------------------------------------------
Douglas Casella    P.O. Box 866, Rutland, Vermont 05702

NAMES MUST BE PRINTED OR TYPED UNDER ALL SIGNATURES, NO. 101 ACTS OF 1965.

IN ADDITION TO ALL THE PRECEDING INFORMATION VERMONT PROFESSIONAL CORPORATIONS
MUST COMPLETE THE CERTIFICATE ON THE LAST PAGE OF THIS APPLICATION.



                                                                    Exhibit 3.12

                                     BY-LAWS

                                       OF

                         BRISTOL WASTE MANAGEMENT, INC.

                                    ARTICLE I

                                     OFFICES

     SECTION 1.l    BUSINESS OFFICE. The principal office of the corporation
shall be located at any place either within or outside the State of Vermont as
designated in the company's most current Annual Report filed with the Vermont
Secretary of State. The corporation may have such other offices, either within
or without the State of Vermont as the board of directors may designate or as
the business of the corporation may require from time to time. The corporation
shall maintain at its principal office a copy of certain records, as specified
in Section 2.14 of Article II.

     SECTION 1.2    REGISTERED OFFICE. The registered office of the corporation,
required by Section 5.01 of the Vermont Business Corporation Act (the "Act") of
shall be located within the State of Vermont and may be, but need not be,
identical with the principal office (if located within the State of Vermont).
The address of the registered office may be changed from time to time.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 2.1    ANNUAL SHAREHOLDER MEETING. The annual meeting, of the
shareholders shall be held within ninety (90) days of the

                                       42


close of the corporation's fiscal year at a time and date as shall be fixed by
the board of directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of Vermont
such meeting shall be held on the next succeeding business day.

     If the election of directors shall not be held on the day designated herein
for any annual meeting of the shareholders, or at any subsequent continuation
after adjournment thereof, the board of directors shall cause the election to
be held at a special meeting of the shareholders as soon thereafter as
convenient.

     SECTION 2.2    SPECIAL SHAREHOLDER MEETINGS. Special meetings of the
shareholders, for any purpose or purposes, described in the meeting notice, may
be called by the president, or by the board of directors, and shall be called by
the president at the request of the holders of not less than one-tenth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.

     SECTION 2.3    PLACE OF SHAREHOLDER MEETING. The board of directors may
designate any place, either within or without the State of Vermont as the place
of meeting for any annual or any special meeting of the shareholders, unless by
written consents, which may be in the form of waivers of notice or otherwise,
all shareholders entitled to vote at the meeting designate a different place,
either within or without the State of Vermont,

                                        2


as the place for the holding of such meeting. If no designation is made by
either the directors or unanimous action of the voting shareholders, the place
of meeting shall be the principal office of the corporation in the State of
Vermont.

     SECTION 2.4    NOTICE OF SHAREHOLDER MEETING.

          (a)  REQUIRED NOTICE. Written notice stating the place, day and hour
of any annual or special shareholder meeting shall be delivered not less than 10
nor more than 60 days before the meeting, either personally or by mail, by or at
the direction of the president, the board of directors, or other persons calling
the meeting, to each shareholder of record, entitled to vote at such meeting and
to any other shareholder entitled by the Act or the articles of incorporation to
receive notice of the meeting. Notice shall be deemed to be effective at the
earlier of: (1) when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid; (2) on the date shown on the return
receipt if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee; (3) when received; or
(4) 5 days after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address other than that shown in the corporation's
current record of shareholders.

          (b)  ADJOURNED MEETING. If any shareholder meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time,
and place, if the new date, time and

                                        3


place is announced at the meeting before adjournment. But if a new record date
for the adjourned meeting is, or must be fixed, then notice must be given
pursuant to the requirements of paragraph (a) of this Section 2.4, to those
persons who are shareholders as of the new record date.

          (c)  WAIVER OF NOTICE. The shareholder may waive notice of the meeting
(or any notice required by the Act, articles of incorporation or by-laws), by a
writing signed by the shareholder entitled to the notice, which is delivered to
the corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.

               A shareholder's attendance at a meeting:

               (1)  waives objection to lack of notice or defective notice of
                    the meeting, unless the shareholder at the beginning of the
                    meeting objects to holding the meeting or transaction
                    business at the meeting;

               (2)  waives objection to consideration of a particular matter at
                    the meeting that is not within the purpose or purposes
                    described in the meeting notice, unless the shareholder
                    makes timely objection to considering the matter when it is
                    presented, or when the shareholder thereafter becomes aware
                    that the matter has been presented.

                                        4


          (d)  CONTENTS OF NOTICE. The notice of each special shareholder
meeting shall include a description of the purpose or purposes for which the
meeting is called. Except as provided in this Section 2.4(d), or as provided in
the corporation's articles, or otherwise in the Act, the notice of an annual
shareholder meeting need not include a description of the purpose or purposes
for which the meeting is called.

     If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property; (4) the dissolution of the
corporation; or (5) the removal of a director, the notice must so state and be
accompanied by respectively a copy of or summary of the: (1) articles of
amendment; (2) plan of merger or share exchange; and (3) transaction for
disposition of all the corporation's property. If the proposed corporate action
creates dissenters' rights, the notice must state that shareholders are, or may
be entitled to assert dissenters' rights, and must be accompanied by a copy of
Chapter #13 of the Act. If the corporation issues, or authorizes the issuance of
shares for promissory notes or for promises to render services in the future,
the corporation shall report in writing to all the shareholders the number of
shares authorized or issued, and the consideration received with or before the
notice of the next

                                        5


shareholder meeting. Likewise, if the corporation indemnifies or advances
expenses to a director as defined in Section 8.50(3) of the Act, this shall be
reported to all the shareholders with or before notice of the next shareholder's
meeting.

     SECTION 2.5    FIXING OF RECORD DATE. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of shareholders, or shareholders entitled to receive payment of any distribution
or dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors may fix in advance a date as the record
date. Such record date shall not be less than 10 nor more than 70 days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If no record date is so fixed by the board for the
determination of shareholders entitled to notice of, or to vote at a meeting of
shareholders, or shareholders entitled to receive a share dividend or
distribution, the record date for determination of such shareholders shall be at
the close of business on:

          (a)  With respect to an annual shareholder meeting or any special
               shareholder meeting called by the board or any person
               specifically authorized by the board or these by-laws to call a
               meeting, the date before the first notice is delivered to
               shareholders;

                                        6


          (b)  With respect to a special shareholder's meeting demanded by the
               shareholders, the date the first shareholder signs the demand;

          (c)  With respect to the payment of a share dividend, the date the
               board authorizes the share dividend;

          (d)  With respect to actions taken in writing without a meeting
               (pursuant to Article II, Section 2.12), the date the first
               shareholder signs a consent; and

          (e)  With respect to a distribution to shareholders (other than one
               involving a repurchase or reacquisition of shares), the date the
               board authorizes the distribution.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the board of directors fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

     SECTION 2.6    SHAREHOLDER LIST. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete record
of the shareholders entitled to vote at each meeting of shareholders thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. The list must be arranged by voting group (if such exists, see
Article II, Section 2.7) and within each voting group by class or

                                        7


series of shares. The shareholder list must be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting. The list
shall be available at the corporation's principal office or at the place
identified in the meeting notice in the location where the meeting is to be
held. A shareholder, his agent, or attorney is entitled on written demand to
inspect and, subject to the requirements of Section 2.14 of this Article II, to
copy the list during regular business hours and at his expense, during the
period it is available for inspection. The corporation shall maintain the
shareholder list in written form or in another form capable of conversion into
written form within a reasonable time.

     SECTION 2.7    SHAREHOLDER QUORUM AND VOTING REQUIREMENTS. If the articles
of incorporation or the Act provides for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.

     Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation, a by-law adopted pursuant to
Section 2.8 of this Article II, or the Act provide otherwise, a majority of the
votes entitled to be cast on the matter by the voting group constitutes a quorum
of that voting group for action on that matter.

     If the articles of incorporation or the Act provide for voting by two or
more voting groups on a matter, action on that

                                        8


matter is taken only when voted upon by each of those voting groups counted
separately. Action may be taken by one voting group on a matter even though no
action is taken by another voting group entitled to vote on the matter.

     Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

     If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation, a by-law adopted pursuant to Section 2.8 of this
Article II, or the Act require a greater number of affirmative votes.

     SECTION 2.8    INCREASING EITHER QUORUM OR VOTING REQUIREMENTS. For
purposes of this Section 2.8 a "supermajority" quorum is a requirement that more
than a majority of the votes of the voting group be present to constitute a
quorum; and a "supermajority" voting requirement is any requirement that
requires the vote of more than a majority of the affirmative votes of a voting
group at a meeting.

     The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend or delete a by-law which fixes a
"supermajority" quorum or "supermajority" voting requirement.

                                        9


     The adoption or amendment of a by-law that adds, changes or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted by the same vote and voting groups required to
take action under the quorum and voting requirement then in effect or proposed
to be adopted, whichever is greater.

     A by-law that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended or repealed by the board of directors.

     SECTION 2.9    PROXIES. At all meetings of shareholders, a shareholder may
vote in person, or vote by proxy which is executed in writing by the shareholder
or which is executed by his duly authorized attorney-in-fact. Such proxy shall
be filed with the secretary of the corporation or other person authorized to
tabulate votes before or at the time of the meeting. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in the
proxy.

     SECTION 2.10   VOTING OF SHARES. Unless otherwise provided in the articles,
each outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.

     Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the corporation, shall be voted
at any meeting or counted in determining the total number of outstanding shares
at any

                                       10


given time for purposes of any meeting. Provided, however, the prior sentence
shall not limit the power of the corporation to vote any shares, including its
own shares, held by it in a fiduciary capacity.

     Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.

     SECTION 2.11   CORPORATION'S ACCEPTANCE OF VOTES.

          (a)  If the name signed on a vote, consent, waiver or proxy
appointment corresponds to the name of a shareholder, the corporation if acting
in good faith is entitled to accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder.

          (b)  If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the name of its shareholder, the corporation
if acting in good faith is nevertheless entitled to accept the vote, consent,
waiver or proxy appointment and give it effect as the act of the shareholder if:

               (1)  the shareholder is an entity as defined in the Act and the
                    name signed purports to be that of an officer or agent of
                    the entity;

               (2)  the name signed purports to be that of an administrator,
                    executor, guardian, or

                                       11


                    conservator representing the shareholder and, if the
                    corporation requests, evidence of fiduciary status
                    acceptable to the corporation has been presented with
                    respect to the vote, consent, waiver or proxy appointment;

               (3)  the name signed purports to be that of a receiver or trustee
                    in bankruptcy of the shareholder and, if the corporation
                    requests, evidence of this status acceptable to the
                    corporation has been presented with respect to the vote,
                    consent, waiver or proxy appointment;

               (4)  the name signed purports to be that of a pledgee, beneficial
                    owner or attorney-in-fact of the shareholder and, if the
                    corporation requests, evidence acceptable to the corporation
                    of the signatory's authority to sign for the shareholder has
                    been presented with respect to the vote, consent, waiver or
                    proxy appointment;

               (5)  two or more persons are the shareholder as co-tenants or
                    fiduciaries and the name signed purports to be the name of
                    at least one of the co-owners and the person signing appears
                    to be acting on behalf of all the co-owners.

                                       12


          (c)  The corporation is entitled to reject a vote, consent, waiver, or
proxy appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

          (d)  The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, or proxy appointment in good faith and in
accordance with the standards of this section are not liable in damages to the
shareholder for the consequences of the acceptance or rejection.

          (e)  Corporate action based on the acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.

     SECTION 2.12   INFORMAL ACTION BY SHAREHOLDERS.

          (a)  Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more consents in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof and are delivered to
the corporation for inclusion in the minute book or filed with the corporate
records. If the act to be taken requires that notice be given to non-voting
shareholders, the corporation shall give the non-voting shareholders written
notice of the proposed action at least 10 days before the action is taken, which
notice shall

                                       13


contain or be accompanied by the same material that would have been required if
a formal meeting had been called to consider the action.  A consent signed under
this section has the effect of a meeting vote and may be described as such in
any document.

          (b)  Notwithstanding the provisions of Section 2.12(a) to the
contrary, if the articles of incorporation contain specific authority to do so,
any action required or permitted to be taken at a meeting of the shareholders
may be taken without a meeting if one or more consents in writing, setting forth
the action so taken, shall be signed by the holders of at least a majority of
all of the shares entitled to vote with respect to the subject matter thereof
and are delivered to the corporation for inclusion in the minute book or filed
with the corporate records. Prompt notice of any action taken by less than
unanimous written consent in lieu of a meeting shall be given to all
shareholders entitled to vote on such action.

     SECTION 2.13   VOTING FOR DIRECTORS. Unless otherwise provided in the
articles of incorporation, directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present.

     SECTION 2.14   SHAREHOLDER'S RIGHTS TO INSPECT CORPORATE RECORDS.

          (a)  MINUTES AND ACCOUNTING RECORDS. The corporation shall keep as
permanent records minutes of all meetings of its shareholders and board of
directors, a record of all actions taken by the shareholders or board of
directors without a

                                       14


meeting, and a record of all actions taken by a committee of the board of
directors in place of the board of directors on behalf of the corporation. The
corporation shall maintain appropriate accounting records.

          (b)  ABSOLUTE INSPECTION RIGHTS OF RECORDS REQUIRED AT PRINCIPAL
OFFICE. If a shareholder gives the corporation written notice of his demand at
least five business days before the date on which he wishes to inspect and copy,
that shareholder (or his agent or attorney) has the right to inspect and copy,
during regular business hours any of the following records, all of which the
corporation is required to keep at its principal office:

               (1)  its articles or restated articles of incorporation and all
                    amendments to them currently in effect;

               (2)  its by-laws or restated by-laws and all amendments to them
                    currently in effect;

               (3)  resolutions adopted by its board of directors creating one
                    or more classes or series of shares, and fixing their
                    relative rights, preferences, and limitations, if shares
                    issued pursuant to those resolutions are outstanding;

               (4)  the minutes of all shareholders' meetings, and records of
                    all action taken by shareholders without a meeting, for the
                    past three years;

                                       15


               (5)  all written communications to shareholders generally within
                    the past three years, including the financial statement
                    furnished for the past three years to the shareholders;

               (6)  a list of the names and business addresses of its current
                    directors and officers; and

               (7)  its most recent annual report delivered to the Secretary of
                    State.

          (c)  CONDITIONAL INSPECTION RIGHT. In addition, if a shareholder gives
the corporation a written demand made in good faith and for a proper purpose at
least five business days before the date on which he wishes to inspect and copy,
he describes with reasonable particularity his purpose and the records he
desires to inspect, and the records are directly connected with his purpose,
that shareholder of the corporation (or his agent or attorney) is entitled to
inspect and copy, during regular business hours at a reasonable location
specified by the corporation, any of the following records of the corporation:

               (1)  excerpts from minutes of any meeting of the board of
                    directors, records of any action of a committee of the board
                    of directors on behalf of the corporation, minutes of any
                    meeting of the shareholders, and records of action taken by
                    the shareholders or board of directors without a meeting, to
                    the extent not subject to inspection under paragraph (a)

                                       16


                    of this Section 2.14.

               (2)  accounting records of the corporation; and

               (3)  the record of shareholders (compiled no earlier than the
                    date of the shareholder's demand).

          (d)  COPY COSTS. The right to copy records includes, if reasonable,
the right to receive copies made by photographic, xerographic or other means.
The corporation may impose a reasonable charge, covering the costs of labor and
material, for copies of any documents provided to the shareholder. The charge
may not exceed the estimated cost of production or reproduction of the records.

          (e)  SHAREHOLDER INCLUDES BENEFICIAL OWNER. For purposes of this
Section 2.14, the term "shareholder" shall include a beneficial owner whose
shares are held in a voting trust or by a nominee on his behalf.

     SECTION 2.15   FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE SHAREHOLDERS.

          (a)  The corporation shall furnish its shareholders annual financial
statements, which may be consolidated or combined statements of the corporation
and one or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of changes in shareholders' equity for the year unless that
information appears elsewhere in the financial statements. If financial
statements are prepared for the

                                       17


corporation on the basis of generally accepted accounting principles, the annual
financial statements for the shareholders also must be prepared on that basis.

          (b)  If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the president or the person responsible for the
corporation's accounting records:

               (1)  stating his reasonable belief whether the statements were
                    prepared on the basis of generally accepted accounting
                    principles and, if not, describing the basis of preparation;
                    and

               (2)  describing any respects in which the statements were not
                    prepared on a basis of accounting consistent with the
                    statements prepared for the preceding year.

          (c)  A corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year. Thereafter, on
written request from a shareholder who was not mailed the statements, the
corporation shall mail him the latest financial statements.

     SECTION 2.16   DISSENTERS' RIGHTS. Each shareholder shall have the right
to dissent from and obtain payment for his shares when so authorized by the Act,
articles of incorporation, these by-laws, or in a resolution of the board of
directors.

                                       18


                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.1    GENERAL POWERS. Unless the articles of incorporation have
dispensed with or limited the authority of the board of directors by describing
who will perform some or all of the duties of a board of directors, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be managed under the direction of
the board of directors.

     SECTION 3.2    NUMBER, TENURE, AND QUALIFICATIONS OF DIRECTORS. The number
of directors of the corporation shall be three unless there shall be less than
three shareholders, in which event the shareholders may provide for the number
of directors to be no less than the number of shareholders. Each director shall
hold office until the next annual meeting of shareholders or until removed.
However, if his term expires, he shall continue to serve until his successor
shall have been elected and qualified or until there is a decrease in the number
of directors. Directors need not be residents of the State of Vermont or
shareholders of the corporation unless so required by the articles of
incorporation.

     SECTION 3.3    REGULAR MEETINGS OF THE BOARD OF DIRECTORS. A regular
meeting of the board of directors shall be held without other notice than this
by-law immediately after, and at the same place as, the annual meeting of
shareholders. The board of directors may provide, by resolution, the time and
place, either

                                       19


within or without the State of Vermont for the holding of regular meetings which
shall be held without other notice than such resolution. If so permitted by
Section 3.7, any such regular meeting may be held by telephone.

     SECTION 3.4    SPECIAL MEETINGS OF THE BOARD. Special meetings of the board
of directors may be called by or at the request of the President or any one
director. The person or persons authorized to call special meetings of the board
of directors may fix any place, either within or without the State of Vermont,
as the place for holding any special meeting of the board of directors called by
them, or if permitted by Section 3.7, such meeting may be held by telephone.

     SECTION 3.5    NOTICE OF, AND WAVIER OF NOTICE FOR, SPECIAL DIRECTOR
MEETINGS. Unless the articles of incorporation provide for a longer or shorter
period, notice of any special director meeting shall be given at least two days
previously thereto either orally or in writing. If mailed, notice of any
director meeting shall be deemed to be effective at the earlier of: (1) when
received; (2) five days after deposited in the United States mail, addressed to
the director's business office, with postage thereon prepaid; or (3) the date
shown on the return receipt if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the director.
Any director may waive notice of any meeting. Except as provided in the next
sentence, the waiver must be in writing, signed by the director entitled to the
notice, and filed with the minutes or

                                       20


corporate records. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business and at the
beginning of the meeting (or promptly upon his arrival) objects to holding the
meeting or transacting business at the meeting, and does not thereafter vote for
or assent to action taken at the meeting. Unless required by the articles of
incorporation, neither the business to be transacted at, nor the purpose of, any
special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.

     SECTION 3.6    DIRECTOR QUORUM. If by-law Section 3.2 establishes a fixed
board size, a majority of the number of directors shall constitute a quorum for
the transaction of business at any meeting of the board of directors, unless the
articles require a greater number.

     Any amendment to this quorum requirement is subject to the provisions of
Section 3.8 of this Article III.

     SECTION 3.7    DIRECTORS, MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present when the vote is
taken shall be the act of the board of directors unless the articles of
incorporation require a greater percentage. Any amendment which changes the
number of directors needed to take action, is subject to the provisions of
Section 3.8 of this Article III.

                                       21


     Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.

     A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed to
have assented to the action taken unless: (1) he objects at the beginning of the
meeting (or promptly upon his arrival) to holding it or transacting business at
the meeting; or (2) his dissent or abstention from the action taken is entered
in the minutes of the meeting; or (3) he delivers written notice of his dissent
or abstention to the presiding officer of the meeting before its adjournment or
to the corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.

     SECTION 3.8    ESTABLISHING A "SUPERMAJORITY" QUORUM OR VOTING REQUIREMENT
FOR THE BOARD OF DIRECTORS. For purposes of this Section 3.8, a "supermajority"
quorum is a requirement that more than a majority of the directors in office
constitute a quorum, and a "supermajority" voting requirement is any requirement
that requires the vote of more than a majority of those directors present at a
meeting at which a quorum is present to be the act

                                       22


of the directors.

     A by-law that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:

          (1)  if originally adopted by the shareholders, only by the
               shareholders (unless otherwise provided by the shareholders);

          (2)  if originally adopted by the board of directors, either by the
               shareholders or by the board of directors.

     A by-law adopted or amended by the shareholders that fixes a supermajority
quorum or supermajority voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the board of directors.

     Subject to the provisions of the preceding paragraph, action by the board
of directors to adopt, amend, or repeal a by-law that changes the quorum or
voting requirement for the board of directors must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.

     SECTION 3.9    DIRECTOR ACTION WITHOUT A MEETING. Unless the articles of
incorporation provide otherwise, any action required or permitted to be taken by
the board of directors at a meeting may be taken without a meeting if all of the
directors take the action, each one signs a written consent describing the
action

                                       23


taken, and the consents are filed with the records of the corporation. Action
taken by consents is effective when the last director signs the consent, unless
the consent specifies a different effective date. A signed consent has the
effect of a meeting vote and may be described as such in any document.

     SECTION 3.10   REMOVAL OF DIRECTORS. The shareholders may remove one or
more directors at a meeting called for that purpose if notice has been given
that a purpose of the meeting is such removal. The removal may be with or
without cause unless the articles provide that directors may only be removed
with cause. If a director is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove him. If
cumulative voting is authorized, a director may not be removed if the number of
votes sufficient to elect him under cumulative voting is voted against his
removal. If cumulative voting is not authorized, a director may be removed only
if the number of votes cast to remove him exceeds the number of votes cast not
to remove him.

     SECTION 3.11   BOARD OF DIRECTOR VACANCIES. Unless the articles of
incorporation provide otherwise, if a vacancy occurs on the board of directors,
including a vacancy resulting from an increase in the number of directors, the
shareholders may fill the vacancy. During such time that the shareholders fail
or are unable to fill such vacancies then and until the shareholders act:

          (1)  the board of directors may fill the vacancy; or

                                       24


          (2)  if the directors remaining in office constitute fewer than a
               quorum of the board, they may fill the vacancy by the affirmative
               vote of a majority of all the directors remaining in office.

     If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders.

     A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

     The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his term
expires, he shall continue to serve until his successor is elected and qualifies
or until there is a decrease in the number of directors.

     SECTION 3.12   DIRECTOR COMPENSATION. Unless otherwise provided in the
articles of incorporation, by resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
board of directors, and may be paid a stated salary as a director or a fixed sum
for attendance at each meeting of the board of directors or both. No such
payment shall preclude any director from serving the corporation in any capacity
and receiving compensation therefor.

                                       25


     SECTION 3.13   DIRECTOR COMMITTEES.

          (a)  CREATION OF COMMITTEES. Unless the articles of incorporation
provide otherwise, the board of directors may create one or more committees and
appoint members of the board of directors to serve on them. Each committee must
have two or more members, who serve at the pleasure of the board of directors.

          (b)  SELECTION OF MEMBERS. The creation of a committee and appointment
of members to it must be approved by the greater of (1) a majority of all the
directors in office when the action is taken or (2) the number of directors
required by the articles of incorporation to take such action, (or if not
specified in the articles the numbers required by Section 3.7 of this Article
III to take action).

          (c)  REQUIRED PROCEDURES. Sections 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 of
this Article III, which govern meetings, action without meetings, notice and
waiver of notice, quorum and voting requirements of the board of directors,
apply to committees and their members.

          (d)  AUTHORITY. Unless limited by the articles of incorporation, each
committee may exercise those aspects of the authority of the board of directors
which the board of directors confers upon such committee in the resolution
creating the committee. Provided, however, a committee may not:

               (1)  authorize distributions;

                                       26


               (2)  approve or propose to shareholders action that the Act
                    requires be approved by shareholders;

               (3)  fill vacancies on the board of directors or on any of its
                    committees;

               (4)  amend the articles of incorporation pursuant to the
                    authority of directors, to do so granted by Section 10.02 of
                    the Act;

               (5)  adopt, amend, or repeal bylaws;

               (6)  approve a plan of merger not requiring shareholder approval;

               (7)  authorize or approve reacquisition of shares, except
                    according to a formula or method prescribed by the board of
                    directors; or

               (8)  authorize or approve the issuance or sale or contract for
                    sale of shares or determine the designation and relative
                    rights, preferences, and limitation of a class or series of
                    shares, except that the board of directors may authorize a
                    committee (or a senior executive officer of the corporation)
                    to do so within limits specifically prescribed by the board
                    of directors.

                                       27


                                   ARTICLE IV

                                    OFFICERS

     SECTION 4.1    NUMBER OF OFFICERS. The officers of the, corporation shall
be a president, a secretary, and a treasurer, each of whom shall be appointed by
the board of directors. Such other officers and assistant officers as may be
deemed necessary, including any vice-presidents, may be appointed by the board
of directors. If specifically authorized by the board of directors, an officer
may appoint one or more officers or assistant officers. The same individual may
simultaneously hold more than one office in the corporation, except the offices
of president and secretary, unless the corporation is a professional
corporation.

     SECTION 4.2    APPOINTMENT AND TERM OF OFFICE. The officers of the
corporation shall be appointed by the board of directors for a term as
determined by the board of directors. (The designation of a specified term
grants to the officer no contract rights, and the board can remove the officer
at any time prior to the termination of such term.) If no term is specified,
they shall hold office until they resign, die, or until they are removed in the
manner provided in Section 4.3 of this Article IV.

     SECTION 4.3    REMOVAL OF OFFICERS. Any officer or agent may be removed by
the board of directors at any time, with or without cause. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.

                                       28


     SECTION 4.4    PRESIDENT. The president shall be the principal executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the board of directors. He may sign, with the secretary
or any other proper officer of the corporation thereunto authorized by the board
of directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 4.5    THE VICE PRESIDENTS. If appointed, in the absence of the
president or in the event of his death, inability or refusal to act, the vice
president (or in the event there be more than one vice president, the vice
presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their appointment) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. (If there
is no vice president, then the

                                       29


treasurer shall perform such duties of the president.) Any vice president may
sign, with the secretary or an assistant secretary, certificates for shares of
the corporation the issuance of which have been authorized by resolution of the
board of directors; and shall perform such other duties as from time to time may
be assigned to him by the president or by the board of directors.

     SECTION 4.6    THE SECRETARY. The secretary shall: (a) keep the minutes of
the proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of any seal of the corporation if there
is a seal of the corporation, see that it is affixed to all documents the
execution of which on behalf of the corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder; (f) sign with the
president, or a vice president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors; (g) have general charge of the stock transfer books of the
corporation; and (h) in general perform all duties incident to the office of the
secretary and such other duties as from time to time may be assigned to him by
the president or by the board of directors.

                                       30


     SECTION 4.7    THE TREASURER. The treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for monies due and payable to the corporation from
any source whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies, or other depositories as shall be
selected by the board of directors; and (c) in general perform all of the duties
incident to the office of treasurer and such other duties as from time to time
may be assigned to him by the president or by the board of directors. If
required by the board of directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the board of directors shall determine.

     SECTION 4.8    ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
assistant secretaries, when authorized by the board of directors, may sign with
the president or a vice president certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the board of
directors. The assistant treasurers shall respectively, if required by the board
of directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively, or by
the president or the board of

                                       31


directors.

                                    ARTICLE V

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,

                              AGENTS AND EMPLOYEES

     SECTION 5.1    INDEMNIFICATION OF DIRECTORS. Unless otherwise provided in
the articles of incorporation, the corporation shall indemnify any individual
made a party to a proceeding because he is or was a director of the corporation,
against liability incurred in the proceeding, but only if the corporation has
authorized the payment in accordance with Section 8.55(c) of the Act and a
determination has been made in accordance with the procedures set forth in
Section 8.55(b) of the Act that the director met the standards of conduct in
paragraph (a), (b) and (c) below.

          (a)  STANDARD OF CONDUCT. The individual shall demonstrate that:

               (1)  he conducted himself in good faith; and

               (2)  he reasonably believed:

                    (i)    in the case of conduct in his official capacity with
                           the corporation, that his conduct was in its best
                           interests; and

                    (ii)   in all other cases, that his conduct was at least not
                           opposed to its best interests;

               (3)  in the case of any proceeding, brought by a governmental
                    entity, the director had no

                                       32


                    reasonable cause to believe his conduct was unlawful and the
                    director is not finally found to have engaged in a reckless
                    or intentional unlawful act,

          (b)  NO INDEMNIFICATION PERMITTED IN CERTAIN CIRCUMSTANCES. The
corporation shall not indemnify a director under this Section 5.1 of Article V:

                    (i)    in connection with a proceeding by or in the right of
                           the corporation in which the director was adjudged
                           liable to the corporation; or

                    (ii)   in connection with any other proceeding charging
                           improper personal benefit to him, whether or not
                           involving action in his official capacity, in which
                           he was adjudged liable on the basis that personal
                           benefit was improperly received by him.

          (c)  INDEMNIFICATION IN DERIVATIVE ACTIONS LIMITED. Indemnification
permitted under this section 5.1 of Article V in connection with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

     SECTION 5.2    ADVANCE EXPENSES FOR DIRECTORS. If a determination is made,
following the procedures of Section 8.55(b) of the Act that the director has met
the following requirements; and if an authorization of payment is made,

                                       33


following the procedures and standards set forth in Section 8.55(c) of the Act
then unless otherwise provided in the articles of incorporation, the corporation
shall pay for or reimburse the reasonable expenses incurred by a director who is
a party to a proceeding in advance of final disposition of the proceeding, if:

               (1)  the director furnishes the corporation a written affirmation
                    of his good faith belief that he has met the standard of
                    conduct described in Section 5.1 of this Article V;

               (2)  the director furnishes the corporation a written
                    undertaking, executed personally or on his behalf, to repay
                    the advance if it is ultimately determined that he did not
                    meet the standard of conduct (which undertaking must be an
                    unlimited general obligation of the director but need not be
                    secured and may be accepted without reference to financial
                    ability to make repayment); and

               (3)  a determination is made that the facts then known to those
                    making the determination would not preclude indemnification
                    under Section 5.1 of this Article V or Section 8.50 through
                    Section 8.58 of the Act.

     SECTION 5.3    INDEMNIFICATION OF OFFICERS, AGENTS AND EMPLOYEES WHO ARE
NOT DIRECTORS. Unless otherwise provided in the articles of incorporation, the
board of directors may indemnify and advance expenses to any officer, employee
or agent

                                       34


of the corporation, who is not a director of the corporation, to the same extent
as a director.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 6.1    CERTIFICATES FOR SHARES.

          (a)  CONTENT. Certificates representing shares of the corporation
shall at minimum, state on their face the name of the issuing corporation and
that it is formed under the laws of the State of Vermont; the name of the person
to whom issued; and the number and class of shares and the designation of the
series, if any, the certificate represents; and be in such form as determined by
the board of directors. Such certificates shall be signed (either manually or by
facsimile) by the president or a vice president and by the secretary or an
assistant secretary and may be sealed with a corporate seal or a facsimile
thereof. Each certificate for shares shall be consecutively numbered or
otherwise identified.

          (b)  LEGEND AS TO CLASS OR SERIES. If the corporation is authorized to
issue different classes of shares or different series within a class, the
designations, relative rights, preferences and limitations applicable to each
class and the variations in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series) must be summarized on the front or back of each certificate.
Alternatively, each

                                       35


certificate may state conspicuously on its front or back that the corporation
will furnish the shareholder this information on request in writing or without
charge.

          (c)  SHAREHOLDER LIST. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation.

          (d)  TRANSFERRING SHARES. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.

     SECTION 6.2    SHARES WITHOUT CERTIFICATES.

          (a)  ISSUING SHARES WITHOUT CERTIFICATES. Unless the articles of
incorporation provide otherwise, the board of directors may authorize the issue
of some or all of the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.

          (b)  INFORMATION STATEMENT REQUIRED. Within a reasonable time after
the issue or transfer of shares without certificates, the corporation shall send
the shareholder a written statement containing at minimum:

                                       36


                    (1)  the name of the issuing corporation and that it is
                         organized under the law of this state;

                    (2)  the name of the person to whom issued; and

                    (3)  the number and class of shares and the designation of
                         the series, if any, of the issued shares.

     If the corporation is authorized to issue different classes of shares or
different series within a class, the written statement shall describe the
designations, relative rights, preferences and limitations applicable to each
class and the variation in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series).

     SECTION 6.3    REGISTRATION OF THE TRANSFER OF SHARES. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the owner, the person in whose name
shares stand on the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes.

                                       37


     SECTION 6.4    RESTRICTIONS ON TRANSFER OF SHARES PERMITTED. The board of
directors (or shareholders) may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into, or
carrying a right to subscribe for or acquire shares). A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of the
restriction.

     A restriction on the transfer or registration of transfer of shares may be
authorized:

          (1)  to maintain the corporation's status when it is dependent on the
               number or identity of its shareholders;

          (2)  to preserve exemptions under federal or state securities law;

          (3)  for any other reasonable purpose.

     A restriction on the transfer or registration of transfer of shares may:

          (1)  obligate the shareholder first to offer the corporation or other
               persons (separately, consecutively or simultaneously) an
               opportunity to acquire the restricted shares;

          (2)  obligate the corporation or other persons (separately,
               consecutively or simultaneously) to acquire the restricted
               shares;

                                       38


          (3)  require the corporation, the holders of any class of its shares,
               or another person to approve the transfer of the restricted
               shares, if the requirement is not manifestly unreasonable;

          (4)  prohibit the transfer of the restricted shares to designated
               persons or classes of persons, if the prohibition is not
               manifestly unreasonable.

     A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferree of the holder if the
restriction is authorized by this section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by Section 6.2 of this Article VI with regard to
shares issued without certificates. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.

     SECTION 6.5    ACQUISITION OF SHARES. The corporation may acquire its own
shares and unless otherwise provided in the articles of incorporation, the
shares so acquired constitute authorized but unissued shares.

     If the articles of incorporation prohibit the reissue of acquired shares,
the number of authorized shares is reduced by the number of shares acquired,
effective upon amendment of the articles of incorporation, which amendment shall
be adopted by the shareholders or the board of directors without shareholder

                                       39


action. The articles of amendment must be delivered to the Secretary of State
and must set forth:

               (1)  the name of the corporation;

               (2)  the reduction in the number of authorized shares, itemized
                    by class and series; and

               (3)  the total number of authorized shares, itemized by class and
                    series, remaining after reduction of the shares.

                                   ARTICLE VII

                                  DISTRIBUTIONS

     SECTION 7.1    DISTRIBUTIONS. The board of directors may authorize, and the
corporation may make, distributions (including dividends on its outstanding
shares) in the manner and upon the terms and conditions provided by law and in
the corporation's articles of incorporation.

                                  ARTICLE VIII

                                 CORPORATE SEAL

     SECTION 8.1    CORPORATE SEAL. The board of directors may provide a
corporate seal which may be circular in form and have inscribed thereon any
designation including the name of the corporation, Vermont as the state of
incorporation, and the words "Corporate Seal."

                                       40


                                   ARTICLE IX

                                   AMENDMENTS

     SECTION 9.1    AMENDMENTS. The corporation's board of directors may amend
or repeal the corporation's by-laws unless:

          (1)  the articles of incorporation or the Act reserve this power
               exclusively to the shareholders in whole or in part; or

          (2)  the shareholders in adopting, amending, or repealing a particular
               by-law provide expressly that the board of directors may not
               amend or repeal that by-law; or

          (3)  the by-law either establishes, amends or deletes a supermajority
               shareholder quorum or voting requirement (as defined in Section
               2.8 of Article II).

     Any amendment which changes the voting or quorum requirement for the board
must comply with Article III, Section 3.8., and for the shareholders, must
comply with Article II, Section 2.8.

     The corporation's shareholders may amend or repeal the corporation's
by-laws even though the by-laws may also be amended or repealed by its board of
directors.

                                       41



                                                                    Exhibit 3.13

                                                                          PAGE 1

                                    DELAWARE

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "CASELLA NH INVESTORS CO., LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SIXTH DAY OF SEPTEMBER, A.D. 2001, AT
12 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.


[SEAL]                                 /s/ Harriet Smith Windsor
                                      -----------------------------------------
                                      Harriet Smith Windsor, Secretary of State

3433259   8100H                         AUTHENTICATION: 1782738

020316418                                         DATE: 05-17-02



                            CERTIFICATE OF FORMATION
                                       OF
                          CASELLA NH INVESTORS CO., LLC

          This Certificate of Formation of Casella NH Investors Co., LLC (the
"LLC"), dated as of August 31, 2001, is being duly executed and filed by KTI,
Inc., as an authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act (6 DEL.C. 18-101, ET SEQ.).

          FIRST. The name of the limited liability company formed hereby is
Casella NH Investors Co., LLC.

          SECOND. The address of the registered office of the LLC in the State
of Delaware is c/o The Corporation Trust Company, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.

          THIRD. The name and address of the registered agent for service of
process on the LLC in the State of Delaware is The Corporation Trust Company,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

          FOURTH. KTI, Inc., a New Jersey corporation ("Member"), is the sole
member of the LLC.

          FIFTH. The LLC is member-managed and has no managers. Member acting
alone, and without the consent of any other person, is authorized to manage and
control the business and affairs of the LLC and to take any and all action in
the name and on behalf of the LLC. Without limiting the foregoing, Member as the
sole member of the LLC may delegate such of its rights and powers to manage and
control the business and affairs of the LLC to such officers with such titles,
duties and responsibilities as Member shall from time to time determine to be
necessary or advisable.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.

                                        KTI, INC., Authorized Person

                                        By /s/ James W. Bohlig
                                           --------------------------
                                           James W. Bohlig
                                           Vice President


                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 12:00 PM 09/06/2001
                                                          010441105 - 3433259



                                                                    Exhibit 3.14

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                          CASELLA NH INVESTORS CO., LLC

     This Limited Liability Company Agreement (this "Agreement") of Casella NH
Investors Co., LLC is entered into by KTI, Inc., a New Jersey corporation (the
"Member").

     The Member, by execution of this Agreement, hereby forms a limited
liability company pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 DEL.C. 18-101, ET SEQ.), as amended from time to time
(the "Act"), and hereby agrees as follows:

     1.     NAME. The name of the limited liability company formed hereby is
Casella NH Investors Co., LLC (the "Company").

     2.     CERTIFICATES. KTI, Inc., as an authorized person within the meaning
of the Act, shall execute, deliver and file the Certificate of Formation with
the Secretary of State of the State of Delaware. Upon the filing of the
Certificate of Formation with the Secretary of State of the State of Delaware,
its powers as an authorized person shall cease and the Member shall thereafter
be designated as an authorized person within the meaning of the Act. The Member
or an Officer shall execute, deliver and file any other certificates (and any
amendments and/or restatements thereof) necessary for the Company to qualify to
do business in a jurisdiction in which the Company may wish to conduct business.

     3.     PURPOSE. The Company is formed for the object and purpose of, and
the nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability companies may
be formed under the Act and engaging in any and all activities necessary,
convenient, desirable or incidental to the foregoing.

     4.     POWERS. In furtherance of its purposes the Company (i) shall have
and exercise all powers necessary, convenient or incidental to accomplish its
purposes as set forth in Section 3 and (ii) shall have and exercise all of the
powers and rights conferred upon limited liability companies formed pursuant to
the Act, including, without limitation, the power to:

            a.   acquire by purchase, lease, contribution of property or
otherwise, own, hold, sell, convey, transfer or dispose of any real or personal
property which may be necessary, convenient or incidental to the accomplishment
of the purpose of the Company;

            b.   act as a trustee, executor, nominee, bailee, director, officer,
agent or in some other fiduciary capacity for any person or entity and to
exercise all of the powers, duties, rights and responsibilities associated
therewith;

            c.   take any and all actions necessary, convenient or appropriate
as trustee, executor, nominee, bailee, director, officer, agent or other
fiduciary, including the granting or approval of waivers, consents or amendments
of rights or powers relating thereto and the execution of appropriate documents
to evidence such waivers, consents or amendments;



            d.   operate, purchase, maintain, finance, improve, own, sell,
convey, assign, mortgage, lease or demolish or otherwise dispose of any real or
personal property which may be necessary, convenient or incidental to the
accomplishment of the purposes of the Company;

            e.   borrow money and issue evidences of indebtedness in furtherance
of any or all of the purposes of the Company, and secure the same by mortgage,
pledge or other lien on the assets of the Company;

            f.   invest any funds of the Company pending distribution or payment
of the same pursuant to the provisions of this Agreement;

            g.   prepay in whole or in part, refinance, recast, increase, modify
or extend any indebtedness of the Company and, in connection therewith, execute
any extensions, renewals or modifications of any mortgage or security agreement
securing such indebtedness;

            h.   enter into, perform and carry out contracts of any kind,
including, without limitation, contracts with any person or entity affiliated
with the Member, necessary to, in connection with, convenient to, or incidental
to the accomplishment of the purposes of the Company;

            i.   employ or otherwise engage employees, managers, contractors,
advisors, attorneys and consultants and pay reasonable compensation for such
services;

            j.   enter into partnerships, limited liability companies, trusts,
associations, corporations or other ventures with other persons or entities in
furtherance of the purposes of the Company; and

            k.   do such other things and engage in such other activities
related to the foregoing as may be necessary, convenient or incidental to the
conduct of the business of the Company, and have and exercise all of the powers
and rights conferred upon limited liability companies formed pursuant to the
Act.

     5.     PRINCIPAL BUSINESS OFFICE. The principal business office of the
Company shall be located at such location as may hereafter be determined by the
Member.

     6.     REGISTERED OFFICE. The address of the registered office of the
Company in the State of Delaware is c/o The Corporation Trust Company, 1209
Orange Street, Wilmington, DE 19801.

     7.     REGISTERED AGENT. The name and address of the registered agent of
the Company for service of process on the Company in the State of Delaware is
The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801.

     8.     MEMBERS. The name and the mailing address of the Member is set
forth on Schedule A attached hereto.

     9.     LIMITED LIABILITY. Except as otherwise provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the

                                        2


debts, obligations and liabilities of the Company, and the Member shall not be
obligated personally for any such debt, obligation or liability of the Company
solely by reason of being a member of the Company.

     1O.    CAPITAL CONTRIBUTIONS. The Member is deemed admitted as the Member
of the Company upon its execution and delivery of this Agreement. The Member
will contribute the amount of United States Dollars to the Company as listed on
Schedule A attached hereto.

     11.    ADDITIONAL CONTRIBUTIONS. The Member is not required to make any
additional capital contribution to the Company. However, a Member may make
additional capital contributions to the Company with the written consent of the
Member.

     12.    ALLOCATION OF PROFITS AND LOSSES. The Company's profits and losses
shall be allocated to the Member.

     13.    DISTRIBUTIONS. Distributions shall be made to the Member at the
times and in the aggregate amounts determined by the Member. Notwithstanding any
provision to the contrary contained in this Agreement, the Company shall not
make a distribution to any Member on account of its interest in the Company if
such distribution would violate the Act or other applicable law.

     14.    MANAGEMENT. In accordance with Section 18-402 of the Act, management
of the Company shall be vested in the Member. The Member shall have the power to
do any and all acts necessary, convenient or incidental to or for the
furtherance of the purposes described herein, including all powers, statutory or
otherwise, possessed by members of a limited liability company under the laws of
the State of Delaware. The Member has the authority to bind the Company.

     15.    OFFICERS. The Member may, from time to time as it deems advisable,
appoint officers of the Company (the "Officers") and assign in writing titles
(including, without limitation, President, Vice President, Secretary, and
Treasurer) to any such person. Unless the Member decides otherwise, if the title
is one commonly used for officers of a business corporation formed under the
Delaware General Corporation Law, the assignment of such title shall constitute
the delegation to such person of the authorities and duties that are normally
associated with that office. Any delegation pursuant to this Section 15 may be
revoked at any time by the Member. The initial Officers are listed on Schedule B
attached hereto. The Member may revise Schedule B in its sole discretion at any
time.

     16.    OTHER BUSINESS. The Member may engage in or possess an interest in
other business ventures (unconnected with the Company) of every kind and
description, independently or with others. The Company shall not have any rights
in or to such independent ventures or the income or profits therefrom by virtue
of this Agreement.

     17.    EXCULPATION AND INDEMNIFICATION. No Member or Officer shall be
liable to the Company, or any other person or entity who has an interest in the
Company, for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Member or Officer in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of the
authority conferred on such Member or Officer by this Agreement,

                                        3


except that a Member or Officer shall be liable for any such loss, damage or
claim incurred by reason of such Member's or Officer's willful misconduct. To
the fullest extent permitted by applicable law, a Member or Officer shall be
entitled to indemnification from the Company for any loss, damage or claim
incurred by such Member or Officer by reason of any act or omission performed or
omitted by such Member or Officer in good faith on behalf of the Company and in
a manner reasonably believed to be within the scope of the authority conferred
on such Member or Officer by this Agreement, except that no Member or Officer
shall be entitled to be indemnified in respect of any loss, damage or claim
incurred by such Member or Officer by reason of willful misconduct with respect
to such acts or omissions; PROVIDED, HOWEVER, that any indemnity under this
Section 17 shall be provided out of and to the extent of Company assets only,
and no Member shall have personal liability on account thereof.

     18.    ASSIGNMENTS.

            a.   A Member's entire interest in the Company (the "Membership
Interest") is transferable either voluntarily or by operation of law. The Member
may sell, assign, convey, exchange, mortgage, pledge, grant, hypothecate or
transfer all or a portion of such Member's Membership Interest. In the event of
the transfer of less than all of such Member's Membership Interest, the
transferee shall become a member of the Company on such terms and condition as
such member, the applicable Member and the Company shall agree upon. In the
event of the transfer of the Member's entire Membership Interest, the transferee
shall succeed to all the Member's rights under this Agreement. Upon the transfer
of the Member's Membership Interest, the transferee shall become a member of the
Company upon the completion of the transfer without further action.

            b.   Without limiting any of the forgoing, upon the sale, transfer
or other disposition of any Member's entire Membership Interest pursuant to any
pledge thereof to any lender (or any agent, trustee or other representative for
any lender or group of lenders), the transferee of such Membership Interest
shall become a member of the Company and shall acquire all right, title and
interest of the Member in the Company, including all rights under this
Agreement, and the Member shall be withdrawn as a member of the Company
hereunder and shall have no further right, title or interest in the Company or
under this Agreement.

     19.    RESIGNATION. A Member may resign from the Company with the written
consent of the Member. If a Member is permitted to resign pursuant to this
Section, an additional member shall be admitted to the Company, subject to
Section 20, upon its execution of an instrument signifying its agreement to be
bound by the terms and conditions of this Agreement. Such admission shall be
deemed effective immediately prior to the resignation, and, immediately
following such admission, the resigning Member shall cease to be a member of the
Company.

     20.    ADMISSION OF ADDITIONAL MEMBERS. One (1) or more additional members
of the Company may be admitted to the Company with the written consent of the
Member.

     21.    DISSOLUTION.

            a.   The Company shall dissolve, and its affairs shall be wound up
upon the first to occur of the following: (i) the written consent of the Member,
(ii) at any time there are no

                                        4


Members of the Company, unless the business of the Company is continued in a
manner permitted by the Act, or (iii) the entry of a decree of judicial
dissolution under Section 18-802 of the Act.

            b.   The bankruptcy of the Member will not cause the Member to cease
to be a member of the Company and upon the occurrence of such an event, the
business of the Company shall continue without dissolution.

            c.   In the event of dissolution, the Company shall conduct only
such activities as are necessary to wind up its affairs (including the sale of
the assets of the Company in an orderly manner), and the assets of the Company
shall be applied in the manner, and in the order of priority, set forth in
Section 18-804 of the Act.

     22.    SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall
be considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     23.    COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

     24.    ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the Member with respect to the subject matter hereof.

     25.    GOVERNING LAW. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware (without regard to conflict of laws
principles), all rights and remedies being governed by said laws.

     26.    AMENDMENTS. This Agreement may not be modified, altered,
supplemented or amended except pursuant to a written agreement, executed and
delivered by the Member.

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Agreement as of the 31st day of August, 2001.


                                        KTI, Inc.


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

                                        5


                                   Schedule A

     to Casella NH Investors Co., LLC Limited Liability Company Agreement

MEMBER



                                              Agreed Value of         Percentage
Name                  Mailing Address      Capital Contribution        Interest
- ----                  ---------------      --------------------       ----------
                                                                
KTI, Inc.           25 Greens Hill Lane                                  100%
                    Rutland, VT 05701


                                       A-l


                                   Schedule B

     to Casella NH Investors Co., LLC Limited Liability Company Agreement



      Name                                      Title
      ----                                      -----
                                             
      John W. Casella                           President / Secretary

      Douglas R. Casella                        Vice President

      James W. Bohlig                           Vice President

      Richard A. Norris                         Vice President / Treasurer


                                       B-l



                                                                    Exhibit 3.15

                                                                          PAGE 1

                                    DELAWARE
                                 ---------------

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "CASELLA NH POWER CO., LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SIXTH DAY OF SEPTEMBER, A.D. 2001, AT
12 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.


[SEAL]                                /s/ Harriet Smith Windsor
                                      -----------------------------------------
                                      Harriet Smith Windsor, Secretary of State

3433266 8100H                           AUTHENTICATION:  1782991

020316429                                         DATE:  05-17-02



                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 12:00 PM 09/06/2001
                                                          010441125 - 3433266

                            CERTIFICATE OF FORMATION
                                       OF
                            CASELLA NH POWER CO., LLC

          This Certificate of Formation of Casella NH Power Co., LLC (the
"LLC"), dated as of August 31, 2001, is being duly executed and filed by KTI,
Inc., as an authorized person, to a form limited liability company under the
Delaware Limited Liability Company Act (6 DEL.C. 18-101, ET SEQ.).

          FIRST. The name of the limited liability company formed hereby is
Casella NH Power Co., LLC.

          SECOND. The address of the registered office of the LLC in the State
of Delaware is c/o The Corporation Trust Company, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.

          THIRD. The name and address of the registered, agent for service of
process on the LLC in the State of Delaware is The Corporation Trust Company,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

          FOURTH. KTI, Inc., a New Jersey corporation ("Member"), is the sole
member of the LLC.

          FIFTH. The LLC is member-managed and has no managers. Member acting
alone, and without the consent of any other person, is authorized to manage and
control the business and affairs of the LLC and to take any and all action in
the name and on behalf of the LLC. Without limiting the foregoing, Member as the
sole member of the LLC may delegate such of its rights and powers to manage and
control the business and affairs of the LLC to such officers with such titles,
duties and responsibilities as Member shall from time to time determine to be
necessary or advisable.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.

                                                    KTI, INC., Authorized Person

                                                    By: /s/ James W. Bohlig
                                                        ------------------------
                                                        James W. Bohlig
                                                        Vice President



                                                                    Exhibit 3.16

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                            CASELLA NH POWER CO., LLC

     This Limited Liability Company Agreement (this "Agreement") of Casella NH
Power Co., LLC is entered into by KTI, Inc., a New Jersey corporation (the
"Member").

     The Member, by execution of this Agreement, hereby forms a limited
liability company pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 DEL.C. 18-101, ET SEQ.), as amended from time to time
(the "Act"), and hereby agrees as follows:

     1.   NAME. The name of the limited liability company formed hereby is
Casella NH Power Co., LLC (the "Company").

     2.   CERTIFICATES. KTI, Inc., as an authorized person within the meaning of
the Act, shall execute, deliver and file the Certificate of Formation with the
Secretary of State of the State of Delaware. Upon the filing of the Certificate
of Formation with the Secretary of State of the State of Delaware, its powers as
an authorized person shall cease and the Member shall thereafter be designated
as an authorized person within the meaning of the Act. The Member or an Officer
shall execute, deliver and file any other certificates (and any amendments
and/or restatements thereof) necessary for the Company to qualify to do business
in a jurisdiction in which the Company may wish to conduct business.

     3.   PURPOSE. The Company is formed for the object and purpose of, and the
nature of the business to be conducted and promoted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Act and engaging in any and all activities necessary,
convenient, desirable or incidental to the foregoing.

     4.   POWERS. In furtherance of its purposes the Company (i) shall have and
exercise all powers necessary, convenient or incidental to accomplish its
purposes as set forth in Section 3 and (ii) shall have and exercise all of the
powers and rights conferred upon limited liability companies formed pursuant to
the Act, including, without limitation, the power to:

          a.   acquire by purchase, lease, contribution of property or
otherwise, own, hold, sell, convey, transfer or dispose of any real or personal
property which may be necessary, convenient or incidental to the accomplishment
of the purpose of the Company;

          b.   act as a trustee, executor, nominee, bailee, director, officer,
agent or in some other fiduciary capacity for any person or entity and to
exercise all of the powers, duties, rights and responsibilities associated
therewith;

          c.   take any and all actions necessary, convenient or appropriate as
trustee, executor, nominee, bailee, director, officer, agent or other fiduciary,
including the granting or approval of waivers, consents or amendments of rights
or powers relating thereto and the execution of appropriate documents to
evidence such waivers, consents or amendments;



          d.   operate, purchase, maintain, finance, improve, own, sell, convey,
assign, mortgage, lease or demolish or otherwise dispose of any real or personal
property which may be necessary, convenient or incidental to the accomplishment
of the purposes of the Company;

          e.   borrow money and issue evidences of indebtedness in furtherance
of any or all of the purposes of the Company, and secure the same by mortgage,
pledge or other lien on the assets of the Company;

          f.   invest any funds of the Company pending distribution or payment
of the same pursuant to the provisions of this Agreement;

          g.   prepay in whole or in part, refinance, recast, increase, modify
or extend any indebtedness of the Company and, in connection therewith, execute
any extensions, renewals or modifications of any mortgage or security agreement
securing such indebtedness;

          h.   enter into, perform and carry out contracts of any kind,
including, without limitation, contracts with any person or entity affiliated
with the Member, necessary to, in connection with, convenient to, or incidental
to the accomplishment of the purposes of the Company;

          i.   employ or otherwise engage employees, managers, contractors,
advisors, attorneys and consultants and pay reasonable compensation for such
services;

          j.   enter into partnerships, limited liability companies, trusts,
associations, corporations or other ventures with other persons or entities in
furtherance of the purposes of the Company; and

          k.   do such other things and engage in such other activities related
to the foregoing as may be necessary, convenient or incidental to the conduct of
the business of the Company, and have and exercise all of the powers and rights
conferred upon limited liability companies formed pursuant to the Act.

     5.   PRINCIPAL BUSINESS OFFICE. The principal business office of the
Company shall be located at such location as may hereafter be determined by the
Member.

     6.   REGISTERED OFFICE. The address of the registered office of the Company
in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange
Street, Wilmington, DE 19801.

     7.   REGISTERED AGENT. The name and address of the registered agent of the
Company for service of process on the Company in the State of Delaware is The
Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801.

     8.   MEMBERS. The name and the mailing address of the Member is set forth
on Schedule A attached hereto.

     9.   LIMITED LIABILITY. Except as otherwise provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be solely the

                                        2


debts, obligations and liabilities of the Company, and the Member shall not be
obligated personally for any such debt, obligation or liability of the Company
solely by reason of being a member of the Company.

     10.  CAPITAL CONTRIBUTIONS. The Member is deemed admitted as the Member of
the Company upon its execution and delivery of this Agreement. The Member will
contribute the amount of United States Dollars to the Company as listed on
Schedule A attached hereto.

     11.  ADDITIONAL CONTRIBUTIONS. The Member is not required to make any
additional capital contribution to the Company. However, a Member may make
additional capital contributions to the Company with the written consent of the
Member.

     12.  ALLOCATION OF PROFITS AND LOSSES. The Company's profits and losses
shall be allocated to the Member.

     13.  DISTRIBUTIONS. Distributions shall be made to the Member at the times
and in the aggregate amounts determined by the Member. Notwithstanding any
provision to the contrary contained in this Agreement, the Company shall not
make a distribution to any Member on account of its interest in the Company if
such distribution would violate the Act or other applicable law.

     14.  MANAGEMENT. In accordance with Section 18-402 of the Act, management
of the Company shall be vested in the Member. The Member shall have the power to
do any and all acts necessary, convenient or incidental to or for the
furtherance of the purposes described herein, including all powers, statutory or
otherwise, possessed by members of a limited liability company under the laws of
the State of Delaware. The Member has the authority to bind the Company.

     15.  OFFICERS. The Member may, from time to time as it deems advisable,
appoint officers of the Company (the "Officers") and assign in writing titles
(including, without limitation, President, Vice President, Secretary, and
Treasurer) to any such person. Unless the Member decides otherwise, if the title
is one commonly used for officers of a business corporation formed under the
Delaware General Corporation Law, the assignment of such title shall constitute
the delegation to such person of the authorities and duties that are normally
associated with that office. Any delegation pursuant to this Section 15 may be
revoked at any time by the Member. The initial Officers are listed on Schedule B
attached hereto. The Member may revise Schedule B in its sole discretion at any
time.

     16.  OTHER BUSINESS. The Member may engage in or possess an interest in
other business ventures (unconnected with the Company) of every kind and
description, independently or with others. The Company shall not have any rights
in or to such independent ventures or the income or profits therefrom by virtue
of this Agreement.

     17.  EXCULPATION AND INDEMNIFICATION. No Member or Officer shall be liable
to the Company, or any other person or entity who has an interest in the
Company, for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Member or Officer in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of the
authority conferred on such Member or Officer by this Agreement,

                                        3


except that a Member or Officer shall be liable for any such loss, damage or
claim incurred by reason of such Member's or Officer's willful misconduct. To
the fullest extent permitted by applicable law, a Member or Officer shall be
entitled to indemnification from the Company for any loss, damage or claim
incurred by such Member or Officer by reason of any act or omission performed or
omitted by such Member or Officer in good faith on behalf of the Company and in
a manner reasonably believed to be within the scope of the authority conferred
on such Member or Officer by this Agreement, except that no Member or Officer
shall be entitled to be indemnified in respect of any loss, damage or claim
incurred by such Member or Officer by reason of willful misconduct with respect
to such acts or omissions; PROVIDED, HOWEVER, that any indemnity under this
Section 17 shall be provided out of and to the extent of Company assets only,
and no Member shall have personal liability on account thereof.

     18.  ASSIGNMENTS.

          a.   A Member's entire interest in the Company (the "Membership
Interest") is transferable either voluntarily or by operation of law. The Member
may sell, assign, convey, exchange, mortgage, pledge, grant, hypothecate or
transfer all or a portion of such Member's Membership Interest. In the event of
the transfer of less than all of such Member's Membership Interest, the
transferee shall become a member of the Company on such terms and condition as
such member, the applicable Member and the Company shall agree upon. In the
event of the transfer of the Member's entire Membership Interest, the transferee
shall succeed to all the Member's rights under this Agreement. Upon the transfer
of the Member's Membership Interest, the transferee shall become a member of the
Company upon the completion of the transfer without further action.

          b.   Without limiting any of the forgoing, upon the sale, transfer or
other disposition of any Member's entire Membership Interest pursuant to any
pledge thereof to any lender (or any agent, trustee or other representative for
any lender or group of lenders), the transferee of such Membership Interest
shall become a member of the Company and shall acquire all right, title and
interest of the Member in the Company, including all rights under this
Agreement, and the Member shall be withdrawn as a member of the Company
hereunder and shall have no further right, title or interest in the Company or
under this Agreement.

     19.  RESIGNATION. A Member may resign from the Company with the written
consent of the Member. If a Member is permitted to resign pursuant to this
Section, an additional member shall be admitted to the Company, subject to
Section 20, upon its execution of an instrument signifying its agreement to be
bound by the terms and conditions of this Agreement. Such admission shall be
deemed effective immediately prior to the resignation, and, immediately
following such admission, the resigning Member shall cease to be a member of the
Company.

     20.  ADMISSION OF ADDITIONAL MEMBERS. One (1) or more additional members of
the Company may be admitted to the Company with the written consent of the
Member.

     21.  DISSOLUTION.

          a.   The Company shall dissolve, and its affairs shall be wound up
upon the first to occur of the following: (i) the written consent of the Member,
(ii) at any time there are no

                                        4


Members of the Company, unless the business of the Company is continued in a
manner permitted by the Act, or (iii) the entry of a decree of judicial
dissolution under Section 18-802 of the Act.

          b.   The bankruptcy of the Member will not cause the Member to cease
to be a member of the Company and upon the occurrence of such an event, the
business of the Company shall continue without dissolution.

          c.   In the event of dissolution, the Company shall conduct only such
activities as are necessary to wind up its affairs (including the sale of the
assets of the Company in an orderly manner), and the assets of the Company shall
be applied in the manner, and in the order of priority, set forth in Section
18-804 of the Act.

     22.  SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall be
considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

     23.  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

     24.  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the Member with respect to the subject matter hereof.

     25.  GOVERNING LAW. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware (without regard to conflict of laws
principles), all rights and remedies being governed by said laws.

     26.  AMENDMENTS. This Agreement may not be modified, altered, supplemented
or amended except pursuant to a written agreement executed and delivered by the
Member.

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Agreement as of the 31st day of August, 2001.


                                     KTI, Inc.


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

                                        5


                                   Schedule A

        to Casella NH Power Co., LLC Limited Liability Company Agreement

MEMBER



                                          Agreed Value of           Percentage
Name             Mailing Address        Capital Contribution         Interest
- ---------      -------------------      --------------------        ----------
                                                              
KTI, Inc.      25 Greens Hill Lane                                     100%
               Rutland, VT 05701


                                       A-l


                                   Schedule B

        to Casella NH Power Co., LLC Limited Liability Company Agreement



           Name                             Title
           ----                             -----
                                         
           John W. Casella                  President / Secretary

           Douglas R. Casella               Vice President

           James W. Bohlig                  Vice President

           Richard A. Norris                Vice President / Treasurer


                                       B-1



                                                                    Exhibit 3.17

                                    DELAWARE
                                                                    PAGE 1
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "CASELLA RTG INVESTORS CO., LLC" AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SIXTH DAY OF SEPTEMBER, A.D. 2001, AT
12 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.

[SEAL]

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

3433260 8100H                                          AUTHENTICATION: 1782754

020316436                                                        DATE: 05-17-02



                            CERTIFICATE OF FORMATION
                                       OF
                         CASELLA RTG INVESTORS CO., LLC

          This Certificate of Formation of Casella RTG Investors Co., LLC (the
"LLC"), dated as of August 31, 2001, is being duly executed and filed by Casella
Waste Systems, Inc., as an authorized person, to form a limited liability
company under the Delaware Limited Liability Company Act (6 DEL.C. 18-101, ET
SEQ.).

          FIRST. The name of the limited liability company formed hereby is
Casella RTG Investors Co., LLC.

          SECOND. The address of the registered office of the LLC in the State
of Delaware is c/o The Corporation Trust Company, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.

          THIRD. The name and address of the registered agent for service of
process on the LLC in the State of Delaware is The Corporation Trust Company,
1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

          FOURTH. Casella Waste Systems, Inc., a Delaware corporation
("Member"), is the sole member of the LLC.

          FIFTH. The LLC is member-managed and has no managers. Member acting
alone, and without the consent of any other person, is authorized to manage and
control the business and affairs of the LLC and to take any and all action in
the name and on behalf of the LLC. Without limiting the foregoing, Member as the
sole member of the LLC may delegate such of its rights and powers to manage and
control the business and affairs of the LLC to such officers with such titles,
duties and responsibilities as Member shall from time to time determine to be
necessary or advisable.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.

                                                 CASELLA WASTE SYSTEMS, INC.,
                                                 Authorized Person

                                                 By /s/ James W. Bohlig
                                                    ----------------------------
                                                    James W. Bohlig
                                                    President and
                                                    Chief Operating Officer

                                                            STATE OF DELAWARE
                                                           SECRETARY Of STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 12:00 PM 09/06/2001
                                                          010441110 - 3433260

Exhibit 3.18

LIMITED LIABILITY COMPANY AGREEMENT

CASELLA RTG INVESTORS CO., LLC

This Limited Liability Company Agreement (this "Agreement") of Casella RTG
Investors Co., LLC is entered into by Casella Waste Systems, Inc., a Delaware
corporation (the "Member").

The Member, by execution of this Agreement, hereby forms a limited
liability company pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 DEL.C. 18-101, ET SEQ.), as amended from time to time
(the "Act"), and hereby agrees as follows:

1. NAME. The name of the limited liability company formed hereby is
Casella RTG Investors Co., LLC (the "Company").

2. CERTIFICATES. Casella Waste Systems, Inc., as an authorized person
within the meaning of the Act, shall execute, deliver and file the Certificate
of Formation with the Secretary of State of the State of Delaware. Upon the
filing of the Certificate of Formation with the Secretary of State of the State
of Delaware, its powers as an authorized person shall cease and the Member shall
thereafter be designated as an authorized person within the meaning of the Act.
The Member or an Officer shall execute, deliver and file any other certificates
(and any amendments and/or restatements thereof) necessary for the Company to
qualify to do business in a jurisdiction in which the Company may wish to
conduct business.

3. PURPOSE. The Company is formed for the object and purpose of, and the
nature of the business to be conducted and promoted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Act and engaging in any and all activities necessary,
convenient, desirable or incidental to the foregoing.

4. POWERS. In furtherance of its purposes the Company (i) shall have and
exercise all powers necessary, convenient or incidental to accomplish its
purposes as set forth in Section 3 and (ii) shall have and exercise all of the
powers and rights conferred upon limited liability companies formed pursuant to
the Act, including, without limitation, the power to:

a. acquire by purchase, lease, contribution of property or
otherwise, own, hold, sell, convey, transfer or dispose of any real or personal
property which may be necessary, convenient or incidental to the accomplishment
of the purpose of the Company;

b. act as a trustee, executor, nominee, bailee, director, officer,
agent or in some other fiduciary capacity for any person or entity and to
exercise all of the powers, duties, rights and responsibilities associated
therewith;

c. take any and all actions necessary, convenient or appropriate as
trustee, executor, nominee, bailee, director, officer, agent or other fiduciary,
including the granting or approval of waivers, consents or amendments of rights
or powers relating thereto and the execution of appropriate documents to
evidence such waivers, consents or amendments;

d. operate, purchase, maintain, finance, improve, own, sell, convey,
assign, mortgage, lease or demolish or otherwise dispose of any real or personal
property which may be necessary, convenient or incidental to the accomplishment
of the purposes of the Company;

e. borrow money and issue evidences of indebtedness in furtherance
of any or all of the purposes of the Company, and secure the same by mortgage,
pledge or other lien on the assets of the Company;

f. invest any funds of the Company pending distribution or payment
of the same pursuant to the provisions of this Agreement;

g. prepay in whole or in part, refinance, recast, increase, modify
or extend any indebtedness of the Company and, in connection therewith, execute
any extensions, renewals or modifications of any mortgage or security agreement
securing such indebtedness;

h. enter into, perform and carry out contracts of any kind,
including, without limitation, contracts with any person or entity affiliated
with the Member, necessary to, in connection with, convenient to, or incidental
to the accomplishment of the purposes of the Company;

i. employ or otherwise engage employees, managers, contractors,
advisors, attorneys and consultants and pay reasonable compensation for such
services;

j. enter into partnerships, limited liability companies, trusts,
associations, corporations or other ventures with other persons or entities in
furtherance of the purposes of the Company; and

k. do such other things and engage in such other activities related
to the foregoing as may be necessary, convenient or incidental to the conduct of
the business of the Company, and have and exercise all of the powers and rights
conferred upon limited liability companies formed pursuant to the Act.

5. PRINCIPAL BUSINESS OFFICE. The principal business office of the
Company shall be located at such location as may hereafter be determined by the
Member.

6. REGISTERED OFFICE. The address of the registered office of the Company
in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange
Street, Wilmington, DE 19801.

7. REGISTERED AGENT. The name and address of the registered agent of the
Company for service of process on the Company in the State of Delaware is The
Corporation Trust Company, l209 Orange Street, Wilmington, DE 19801.

8. MEMBERS. The name and the mailing address of the Member is set forth
on Schedule A attached hereto.

9. LIMITED LIABILITY. Except as otherwise provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be solely the

debts, obligations and liabilities of the Company, and the Member shall not be
obligated personally for any such debt, obligation or liability of the Company
solely by reason of being a member of the Company.

10. CAPITAL CONTRIBUTIONS. The Member is deemed admitted as the Member of
the Company upon its execution and delivery of this Agreement. The Member will
contribute the amount of United States Dollars to the Company as listed on
Schedule A attached hereto.

11. ADDITIONAL CONTRIBUTIONS. The Member is not required to make any
additional capital contribution to the Company. However, a Member may make
additional capital contributions to the Company with the written consent of the
Member.

12. ALLOCATION OF PROFITS AND LOSSES. The Company's profits and losses
shall be allocated to the Member.

13. DISTRIBUTIONS. Distributions shall be made to the Member at the times
and in the aggregate amounts determined by the Member. Notwithstanding any
provision to the contrary contained in this Agreement, the Company shall not
make a distribution to any Member on account of its interest in the Company if
such distribution would violate the Act or other applicable law.

14. MANAGEMENT. In accordance with Section 18-402 of the Act, management
of the Company shall be vested in the Member. The Member shall have the power to
do any and all acts necessary, convenient or incidental to or for the
furtherance of the purposes described herein, including all powers, statutory or
otherwise, possessed by members of a limited liability company under the laws of
the State of Delaware. The Member has the authority to bind the Company.

15. OFFICERS. The Member may, from time to time as it deems advisable,
appoint officers of the Company (the "Officers") and assign in writing titles
(including, without limitation, President, Vice President, Secretary, and
Treasurer) to any such person. Unless the Member decides otherwise, if the title
is one commonly used for officers of a business corporation formed under the
Delaware General Corporation Law, the assignment of such title shall constitute
the delegation to such person of the authorities and duties that are normally
associated with that office. Any delegation pursuant to this Section 15 may be
revoked at any time by the Member. The initial Officers are listed on Schedule B
attached hereto. The Member may revise Schedule B in its sole discretion at any
time.

16. OTHER BUSINESS. The Member may engage in or possess an interest in
other business ventures (unconnected with the Company) of every kind and
description, independently or with others. The Company shall not have any rights
in or to such independent ventures or the income or profits therefrom by virtue
of this Agreement.

17. EXCULPATION AND INDEMNIFICATION. No Member or Officer shall be liable
to the Company, or any other person or entity who has an interest in the
Company, for any loss, damage or claim incurred by reason of any act or omission
performed or omitted by such Member or Officer in good faith on behalf of the
Company and in a manner reasonably believed to be within the scope of the
authority conferred on such Member or Officer by this Agreement,

except that a Member or Officer shall be liable for any such loss, damage or
claim incurred by reason of such Member's or Officer's willful misconduct. To
the fullest extent permitted by applicable law, a Member or Officer shall be
entitled to indemnification from the Company for any loss, damage or claim
incurred by such Member or Officer by reason of any act or omission performed or
omitted by such Member or Officer in good faith on behalf of the Company and in
a manner reasonably believed to be within the scope of the authority conferred
on such Member or Officer by this Agreement, except that no Member or Officer
shall be entitled to be indemnified in respect of any loss, damage or claim
incurred by such Member or Officer by reason of willful misconduct with respect
to such acts or omissions; PROVIDED, HOWEVER, that any indemnity under this
Section 17 shall be provided out of and to the extent of Company assets only,
and no Member shall have personal liability on account thereof.

18. ASSIGNMENTS.

a. A Member's entire interest in the Company (the "Membership
Interest") is transferable either voluntarily or by operation of law. The Member
may sell, assign, convey, exchange, mortgage, pledge, grant, hypothecate or
transfer all or a portion of such Member's Membership Interest. In the event of
the transfer of less than all of such Member's Membership Interest, the
transferee shall become a member of the Company on such terms and condition as
such member, the applicable Member and the Company shall agree upon. In the
event of the transfer of the Member's entire Membership Interest, the transferee
shall succeed to all the Member's rights under this Agreement. Upon the transfer
of the Member's Membership Interest, the transferee shall become a member of the
Company upon the completion of the transfer without further action.

b. Without limiting any of the forgoing, upon the sale, transfer or
other disposition of any Member's entire Membership Interest pursuant to any
pledge thereof to any lender (or any agent, trustee or other representative for
any lender or group of lenders), the transferee of such Membership Interest
shall become a member of the Company and shall acquire all right, title and
interest of the Member in the Company, including all rights under this
Agreement, and the Member shall be withdrawn as a member of the Company
hereunder and shall have no further right, title or interest in the Company or
under this Agreement.

19. RESIGNATION. A Member may resign from the Company with the written
consent of the Member. If a Member is permitted to resign pursuant to this
Section, an additional member shall be admitted to the Company, subject to
Section 20, upon its execution of an instrument signifying its agreement to be
bound by the terms and conditions of this Agreement. Such admission shall be
deemed effective immediately prior to the resignation, and, immediately
following such admission, the resigning Member shall cease to be a member of the
Company.

20. ADMISSION OF ADDITIONAL MEMBERS. One (1) or more additional members of
the Company may be admitted to the Company with the written consent of the
Member.

21. DISSOLUTION.

a. The Company shall dissolve, and its affairs shall be wound up
upon the first to occur of the following: (i) the written consent of the Member,
(ii) at any time there are no

Members of the Company, unless the business of the Company is continued in a
manner permitted by the Act, or (iii) the entry of a decree of judicial
dissolution under Section 18-802 of the Act.

b. The bankruptcy of the Member will not cause the Member to cease
to be a member of the Company and upon the occurrence of such an event, the
business of the Company shall continue without dissolution.

c. In the event of dissolution, the Company shall conduct only such
activities as are necessary to wind up its affairs (including the sale of the
assets of the Company in an orderly manner), and the assets of the Company shall
be applied in the manner, and in the order of priority, set forth in Section
18-804 of the Act.

22. SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall be
considered separable and if for any reason any provision or provisions herein
are determined to be invalid, unenforceable or illegal under any existing or
future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.

23. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement.

24. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the Member with respect to the subject matter hereof.

25. GOVERNING LAW. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware (without regard to conflict of laws
principles), all rights and remedies being governed by said laws.

26. AMENDMENTS. This Agreement may not be modified, altered, supplemented
or amended except pursuant to a written agreement executed and delivered by the
Member.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Agreement as of the 31st day of August, 2001.

Casella Waste Systems, Inc.

By: /s/ Richard A. Norris
----------------------------------------
Richard A. Norris
Title: Chief Financial Officer/Treasurer

Schedule A

to Casella RTG Investors Co., LLC Limited Liability Company Agreement

MEMBER

Agreed Value of Percentage
Name Mailing Address Capital Contribution Interest
---- ------------------- -------------------- --------

Casella Waste Systems, Inc. 25 Greens Hill Lane 100%
Rutland, VT 05701

A-1

Schedule B

to Casella RTG Investors Co., LLC Limited Liability Company Agreement

Name Title
---- -----

John w. Casella President / Secretary

Douglas R. Casella Vice President

James W. Bohlig Vice President

Richard A. Norris Vice President / Treasurer

B-1

Exhibit 3.19

[LOGO]

STATE OF VERMONT

OFFICE OF SECRETARY OF STATE

I, DEBORAH L. MARKOWITZ, SECRETARY OF STATE OF THE STATE OF VERMONT, DO
HEREBY CERTIFY THAT THE ATTACHED IS A TRUE COPY OF

ARTICLES OF INCORPORATION

FOR

CASELLA TRANSPORTATION, INC.

JUNE 7, 2002

GIVEN UNDER MY HAND AND THE SEAL
OF THE STATE OF VERMONT, AT
MONTPELIER, THE STATE CAPITAL

/s/ Deborah L. Markowitz

DEBORAH L. MARKOWITZ
SECRETARY OF STATE

[SEAL]

VERMONT SECRETARY OF STATE
LOCATION: 81 RIVER STREET
MAIL: 109 STATE STREET
MONTPELIER, VT 05609-1104
(802) 828-2386

ARTICLES OF INCORPORATION

CORPORATE NAME: CASELLA TRANSPORTATION, INC. (THE NAME MUST END WITH ONE OF
THESE ENDINGS CORPORATION, INCORPORATED, COMPANY, LIMITED OR AN ABBREV. THEREOF)

NAME OF REGISTERED AGENT: MILLER, EGGLESTON & CRAMER, LTD.

A REGISTERED AGENT IS AN INDIVIDUAL OR A DOMESTIC OR FOREIGN
CORPORATION, PROFIT OR NON-PROFIT, WHOSE BUSINESS OFFICE IS IDENTICAL
TO THE ADDRESS OF THE REGISTERED OFFICE. THE REGISTERED OFFICE MUST BE
LOCATED IN VERMONT. A REGISTERED AGENT RECEIVES VARIOUS KINDS OF LEGAL
NOTICES, INCLUDING SERVICE OF PROCESS FOR THE CORPORATION. A
CORPORATION CANNOT ACT AS ITS OWN REGISTERED AGENT.

ADDRESS OF REGISTERED OFFICE: 150 S. CHAMPLAIN ST., P.O. BOX 1489, BURLINGTON,
VT 05402-1489

OPERATING YEAR: APRIL 30 WILL BE DESIGNATED AS YOUR FISCAL YEAR END UNLESS YOU
PROVIDE A DIFFERENT DATE.

EVERY CORPORATION HAS PERPETUAL DURATION, UNLESS OTHERWISE STATED ______________

PLEASE CHECK THE BOX THAT APPLIES FOR YOUR CORPORATION:
/X/ GENERAL CORPORATION (T.11A)
/ / PROFESSIONAL CORPORATION (T.11, CH.3)
/ / CLOSE CORPORATION (T.11A, CH.20)

NUMBER OF SHARES THE CORPORATION IS AUTHORIZED TO ISSUE:

10,000 SHARES OF COMMON STOCK, NO PAR VALUE

ANNUAL REPORT: EACH CORPORATION UNDER THIS TITLE IS REQUIRED TO FILE AN ANNUAL
REPORT WITHIN 2-1/2 MONTHS OF THE CLOSE OF ITS FISCAL YEAR END. FAILURE TO FILE
THIS REPORT WILL RESULT IN TERMINATION OF THE CORPORATE CHARTER. CONTACT THE
SECRETARY OF STATE FOR THE ANNUAL REPORT FORM.

PURPOSE: EVERY CORPORATION IS CONSIDERED AS BEING ORGANIZED FOR THE PURPOSE OF
ENGAGING IN ANY LAWFUL BUSINESS UNLESS A MORE LIMITED PURPOSE IS SET FORTH IN
THE ARTICLES OF INCORPORATION. CORPORATIONS ENGAGING IN BUSINESSES THAT ARE
SUBJECT TO REGULATION BY CERTAIN STATE AGENCIES MAY INCORPORATE ONLY IF
PERMITTED BY, AND SUBJECT TO ALL LIMITATIONS OF THE STATUTES WHICH CONTROL THESE
BUSINESSES. THESE CORPORATIONS INCLUDE: (1) BANKS, SAVINGS AND LOAN
ASSOCIATIONS, CREDIT UNIONS, AND OTHER FINANCIAL INSTITUTIONS REGULATED UNDER
TITLE 8; (2) INSURANCE COMPANIES REGULATED UNDER TITLE 8; (3) PUBLIC SERVICE
UTILITIES REGULATED UNDER TITLE 30; (4) RAILROAD COMPANIES REGULATED UNDER TITLE
19; AND (5) PROFESSIONAL CORPORATIONS REGULATED UNDER CHAPTER 3 OF TITLE 11.

STATE THE PURPOSE HERE. ANY LAWFUL BUSINESS

PROFESSIONAL CORPORATIONS: (11 VSA, CHAPTER 3) PROFESSIONAL CORPORATIONS MUST
PROVIDE THE FOLLOWING ADDITIONAL INFORMATION: THE NAME, ADDRESS, LICENSE NUMBER
AND EXPIRATION DATE OF LICENSE FOR EACH INCORPORATOR, OFFICER, DIRECTOR AND
SHAREHOLDER. (A CERTIFICATE FROM THE PROPER REGULATING BOARD MUST BE ATTACHED)

NAME, TITLE, LICENSE #, EXPIRATION DATE, ADDRESS

DIRECTORS: NAMES AND ADDRESSES OF THE INDIVIDUALS WHO WILL SERVE AS THE INITIAL
BOARD OF DIRECTORS:

JOHN W. CASELLA, 25 GREENS HILL LANE, RUTLAND, VT 05702
DOUGLAS R. CASELLA, 25 GREENS HILL LANE, RUTLAND, VT 05702
JAMES W. BOHLIG, 25 GREENS HILL LANE, RUTLAND, VT 05702

ONE OR MORE NATURAL PERSONS OF MAJORITY AGE (18) MAY ACT AS INCORPORATOR BY
SIGNING BELOW.

SIGNATURE OF INCORPORATOR: /s/ Catherine Kronk
-------------------------------------
CATHERINE KRONK
MILLER, EGGLESTON & CRAMER, LTD.
150 SOUTH CHAMPLAIN STREET, P.O. BOX 1489
BURLINGTON, VT 05402-1489

IN ORDER TO DEVELOP A DATA BASE WHICH HIGHLIGHTS TRENDS IN VERMONT BUSINESS, THE
DEPARTMENT OF ECONOMIC DEVELOPMENT HAS REQUESTED THAT WE INCLUDE THE LIST BELOW
TO ASSIST THEM IN DETERMINING WHICH MOST CLOSELY REFLECTS YOUR CORPORATION. YOUR
PARTICIPATION WILL ENABLE THEM TO SERVE EMERGING BUSINESSES MORE EFFECTIVELY.
PLEASE CIRCLE THE MOST APPROPRIATE CATEGORY. COMPLETION OF THIS SECTION IS
VOLUNTARY.

01. AGRICULTURAL CROPS 26. APPAREL, TEXTILE PRODUCTS 51. MISCELLANEOUS RETAIL
02. AGRICULTURAL LIVESTOCK 27. PAPER, ALLIED PRODUCTS 52. DEPOSITORY INSTITUTION
03. AGRICULTURAL SERVICES 28. PRINTING, PUBLISHING 53. NONDEPOSITORY INSTITUTION
04. FORESTRY 29. CHEMICALS, ALLIED PRODUCTS 54. SECURITY/COMMODITY BROKER
05. FISHING, HUNTING, TRAPPTNG 30. PETROLEUM & COAL PRODUCTS 55. INSURANCE CARRIER
06. METAL MINING 31. RUBBER & MISC. PLASTIC 56. INSURANCE AGENT/BROKER
07. COAL MINING 32. LEATHER/LEATHER PRODUCTS 57. REAL ESTATE
O8. OIL, GAS EXTRACTION 33. RAILROAD TRANSPORTATION 58. HOLDING, INVESTMENT OFFICE
09. NONMETALLIC MINERALS 34. LOCAL PASSENGER TRANSIT 59. HOTEL, OTHER LODGING

10. BUILDING CONTRACTOR 35. TRUCKING & WAREHOUSING 60. PERSONAL SERVICES
11. HEAVY CONSTRUCTION 36. WATER TRANSPORTATION 61. BUSINESS SERVICES
12. SPECIAL TRADE CONTRACTORS 37. AIR TRANSPORTATION 62. AUTO REPAIR,SERVICES,PARKING
13. LUMBER, WOOD PRODUCTS 38. PIPELINES, (NOT NATURAL GAS) 63. MISCELLANEOUS REPAIRS
14. FURNITURE, FIXTURES 39. TRANSPORTATION SERVICES 64. MOTION PICTURES
15. STONE, CLAY, GLASS 40. COMMUNICATIONS 65. AMUSEMENT/RECREATION
16. PRIMARY METAL INDUSTRY 41. ELECTRIC, GAS & SANITARY 66. HEALTH SERVICES
17. FABRICATED METAL 42. DURABLE GOODS/WHOLESALE 67. LEGAL SERVICES
18. INDUSTRIAL MACHINERY 43. NONDURABLE GOODS/WHOLESALE 68. EDUCATIONAL SERVICES
19. ELECTRONIC EQUIPMENT 44. BUILDING & GARDEN 69. SOCIAL SERVICES
20. TRANSPORTATION EQUIPMENT 45. GEN. MERCHANDISE STORE 70. MUSEUMS
21. INSTRUMENTS/RELATED PROD. 46. FOOD STORES 71. MEMBERSHIP ORGANIZATIONS
22. MISCELLANEOUS MFG. 47. AUTO DEALERS/STATIONS 72. ENGINEERING/MGMT.SERVICES
23. FOOD, KINDRED PRODUCTS 48. APPAREL & ACCESSORIES 73. PRIVATE HOUSEHOLDS
24. TOBACCO PRODUCTS 49. FURNITURE/FURNISHINGS 74. SERVICES, NOT ELSEWHERE CLSFD.
25. TEXTILE MILL PRODUCTS 50. EATING/DRINKING PLACES

********************************************************************************

$75.00 FILING FEE MUST BE ATTACHED TO THIS APPLICATION.
THE ARTICLES MUST BE TYPEWRITTEN OR PRINTED AND FILED IN DUPLICATE.
UNLESS A DELAYED EFFECTIVE DATE IS SPECIFIED, THE DOCUMENT IS EFFECTIVE ON THE
DATE IT IS APPROVED.

ARTICLES OF INCORPORATION

OFFICE OF SECRETARY OF STATE

FILED MAY 18 1998

/s/ [ILLEGIBLE]
----------------------------------
FEE OF $_____ HAS BEEN PAID.

[SEAL]



                                                                    Exhibit 3.20

                                     BY-LAWS

                                       OF

                          CASELLA TRANSPORTATION, INC.

                                    ARTICLE I

                                     OFFICES

     Section 1.1  BUSINESS OFFICE. The principal office of the corporation shall
be located at any place either within or outside the State of Vermont as
designated in the company's most current Annual Report filed with the Vermont
Secretary of State. The corporation may have such other offices, either within
or without the State of Vermont as the board of directors may designate or as
the business of the corporation may require from time to time. The corporation
shall maintain at its principal office a copy of certain records, as specified
in Section 2.14 of Article II.

     Section 1.2  REGISTERED OFFICE. The registered office of the corporation,
required by Section 5.01 of the Vermont Business Corporation Act (the "Act")
shall be located within the State of Vermont and may be, but need not be,
identical with the principal office (if located within the State of Vermont).
The address of the registered office may be changed from time to time.

                                        1


                                   ARTICLE II

                                  SHAREHOLDERS

     Section 2.1  ANNUAL SHAREHOLDER MEETING. The annual meeting of the
shareholders shall be held within ninety (90) days of the close of the
corporation's fiscal year at a time and date as shall be fixed by the board of
directors, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday in the State of Vermont such meeting shall be
held on the next succeeding business day.

     If the election of directors shall not be held on the day designated herein
for any annual meeting of the shareholders, or at any subsequent continuation
after adjournment thereof, the board of directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as convenient.

     Section 2.2  SPECIAL SHAREHOLDER MEETINGS. Special meetings of the
shareholders, for any purpose or purposes, described in the meeting notice, may
be called by the president, or by the board of directors, and shall be called by
the president at the request of the holders of not less than one-tenth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.

                                        2


     Section 2.3  PLACE OF SHAREHOLDER MEETING. The board of directors may
designate any place, either within or without the State of Vermont as the place
of meeting for any annual or any special meeting of the shareholders, unless by
written consents, which may be in the form of waivers of notice or otherwise,
all shareholders entitled to vote at the meeting designate a different place,
either within or without the State of Vermont, as the place for the holding of
such meeting. If no designation is made by either the directors or unanimous
action of the voting shareholders, the place of meeting shall be the principal
office of the corporation in the State of Vermont.

     Section. 2.4  NOTICE OF SHAREHOLDER MEETING.

          (a)  REQUIRED NOTICE. Written notice stating the place, day and
hour of any annual or special shareholder meeting shall be delivered not less
than 10 nor more than 60 days before the meeting, either personally or by
mail, by or at the direction of the president, the board of directors, or
other persons calling the meeting, to each shareholder of record, entitled to
vote at such meeting and to any other shareholder entitled by the Act or the
articles of incorporation to receive notice of the meeting. Notice shall be
deemed to be effective at the earlier of: (1) when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid;


                                        3


(2) on the date shown on the return receipt if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
addressee; (3) when received; or (4) 5 days after deposit in the United States
mail, if mailed postpaid and correctly addressed to an address other than that
shown in the corporation's current record of shareholders.

          (b)  ADJOURNED MEETING. If any shareholder meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time,
and place, if the new date, time and place is announced at the meeting before
adjournment. But if a new record date for the adjourned meeting is, or must be
fixed, then notice must be given pursuant to the requirements of paragraph (a)
of this Section 2.4, to those persons who are shareholders as of the new record
date.

          (c)  WAIVER OF NOTICE. The shareholder may waive notice of the meeting
(or any notice required by the Act, articles of incorporation or by-laws), by a
writing signed by the shareholder entitled to the notice, which is delivered to
the corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.

               A shareholder's attendance at a meeting:

               (1)  waives objection to lack of notice or defective notice of
                    the meeting, unless the

                                        4


                    shareholder at the beginning of the meeting objects to
                    holding the meeting or transaction business at the meeting;

               (2)  waives objection to consideration of a particular matter at
                    the meeting that is not within the purpose or purposes
                    described in the meeting notice, unless the shareholder
                    makes timely objection to considering the matter when it is
                    presented, or when the shareholder thereafter becomes aware
                    that the matter has been presented.

          (d)  CONTENTS OF NOTICE. The notice of each special shareholder
meeting shall include a description of the purpose or purposes for which the
meeting is called. Except as provided in this Section 2.4(d), or as provided in
the corporation's articles, or otherwise in the Act, the notice of an annual
shareholder meeting need not include a description of the purpose or purposes
for which the meeting is called.

     If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property; (4) the

                                        5


dissolution of the corporation; or (5) the removal of a director, the notice
must so state and be accompanied by respectively a copy of or summary of the:
(1) articles of amendment; (2) plan of merger or share exchange; and (3)
transaction for disposition of all the corporation's property. If the proposed
corporate action creates dissenters' rights, the notice must state that
shareholders are, or may be entitled to assert dissenters' rights, and must be
accompanied by a copy of Chapter #13 of the Act. If the corporation issues, or
authorizes the issuance of shares for promissory notes or for promises to render
services in the future, the corporation shall report in writing to all the
shareholders the number of shares authorized or issued, and the consideration
received with or before the notice of the next shareholder meeting. Likewise, if
the corporation indemnifies or advances expenses to a director as defined in
Section 8.50(3) of the Act, this shall be reported to all the shareholders with
or before notice of the next shareholder's meeting.

     Section 2.5 FIXING OF RECORD DATE. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of shareholders, or shareholders entitled to receive payment of any distribution
or dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors may fix in advance a date as the record
date. Such record date shall not be less than 10

                                        6


nor more than 70 days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. If no record date
is so fixed by the board for the determination of shareholders entitled to
notice of, or to vote at a meeting of shareholders, or shareholders entitled to
receive a share dividend or distribution, the record date for determination of
such shareholders shall be at the close of business on:

          (a)  With respect to an annual shareholder meeting or any special
               shareholder meeting called by the board or any person
               specifically authorized by the board or these by-laws to call a
               meeting, the date before the first notice is delivered to
               shareholders;

          (b)  With respect to a special shareholder's meeting demanded by the
               shareholders, the date the first shareholder signs the demand;

          (c)  With respect to the payment of a share dividend, the date the
               board authorizes the share dividend;

          (d)  With respect to actions taken in writing without a meeting
               (pursuant to Article II, Section 2.12), the date the first
               shareholder signs a consent; and

                                        7


          (e)  With respect to a distribution to shareholders (other than one
               involving a repurchase or reacquisition of shares), the date the
               board authorizes the distribution.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the board of directors fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

     Section 2.6  SHAREHOLDER LIST. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete record
of the shareholders entitled to vote at each meeting of shareholders thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. The list must be arranged by voting group (if such exists, see
Article II, Section 2.7) and within each voting group by class or series of
shares. The shareholder list must be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting. The list
shall be available at the corporation's principal office or at the place
identified in the meeting notice in the location where the meeting is to be
held. A shareholder, his agent, or attorney is entitled on

                                        8


written demand to inspect and, subject to the requirements of Section 2.14 of
this Article II, to copy the list during regular business hours and at his
expense, during the period it is available for inspection. The corporation shall
maintain the shareholder list in written form or in another form capable of
conversion into written form within a reasonable time.

     Section 2.7 SHAREHOLDER QUORUM AND VOTING REQUIREMENTS. If the articles of
incorporation or the Act provides for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.

     Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation, a by-law adopted pursuant to
Section 2.8 of this Article II, or the Act provide otherwise, a majority of the
votes entitled to be cast on the matter by the voting group constitutes a quorum
of that voting group for action on that matter.

     If the articles of incorporation or the Act provide for voting by two or
more voting groups on a matter, action on that matter is taken only when voted
upon by each of those voting groups counted separately. Action may be taken by
one voting group on a matter even though no action is taken by another voting
group entitled to vote on the matter.

                                        9


     Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

     If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation, a by-law adopted pursuant to Section 2.8 of this
Article II, or the Act require a greater number of affirmative votes.

     Section 2.8  INCREASING EITHER QUORUM OR VOTING REQUIREMENTS. For purposes
of this Section 2.8 a "supermajority" quorum is a requirement that more than a
majority of the votes of the voting group be present to constitute a quorum; and
a "supermajority" voting requirement is any requirement that requires the vote
of more than a majority of the affirmative votes of a voting group at a meeting.

     The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend or delete a by-law which fixes a
"supermajority" quorum or "supermajority" voting requirement.

     The adoption or amendment of a by-law that adds, changes or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted

                                       10


by the same vote and voting groups required to take action under the quorum and
voting requirement then in effect or proposed to be adopted, whichever is
greater.

     A by-law that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended or repealed by the board of directors.

     Section 2.9  PROXIES. At all meetings of shareholders, a shareholder may
vote in person, or vote by proxy which is executed in writing by the shareholder
or which is executed by his duly authorized attorney-in-fact. Such proxy shall
be filed with the secretary of the corporation or other person authorized to
tabulate votes before or at the time of the meeting. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in the
proxy.

     Section 2.10 VOTING OF SHARES. Unless otherwise provided in the articles,
each outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.

     Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the corporation, shall be voted
at any meeting or counted in determining the total number of outstanding shares
at any given time for purposes of any meeting. Provided, however, the

                                       11


prior sentence shall not limit the power of the corporation to vote any shares,
including its own shares, held by it in a fiduciary capacity.

     Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.

     Section 2.11 CORPORATION'S ACCEPTANCE OF VOTES.

          (a)  If the name signed on a vote, consent, waiver or proxy
appointment corresponds to the name of a shareholder, the corporation if acting
in good faith is entitled to accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder.

          (b)  If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the name of its shareholder, the corporation
if acting in good faith is nevertheless entitled to accept the vote, consent,
waiver or proxy appointment and give it effect as the act of the shareholder if:

               (1)  the shareholder is an entity as defined in the Act and the
                    name signed purports to be that of an officer or agent of
                    the entity;

                                       12


               (2)  the name signed purports to be that of an administrator,
                    executor, guardian, or conservator representing the
                    shareholder and, if the corporation requests, evidence of
                    fiduciary status acceptable to the corporation has been
                    presented with respect to the vote, consent, waiver or proxy
                    appointment;

               (3)  the name signed purports to be that of a receiver or trustee
                    in bankruptcy of the shareholder and, if the corporation
                    requests, evidence of this status acceptable to the
                    corporation has been presented with respect to the vote,
                    consent, waiver or proxy appointment;

               (4)  the name signed purports to be that of a pledgee, beneficial
                    owner or attorney-in-fact of the shareholder and, if the
                    corporation requests, evidence acceptable to the corporation
                    of the signatory's authority to sign for the shareholder has
                    been presented with respect to the vote, consent, waiver or
                    proxy appointment;

               (5)  two or more persons are the shareholder as

                                       13


                    co-tenants or fiduciaries and the name signed purports to be
                    the name of at least one of the co-owners and the person
                    signing appears to be acting on behalf of all the co-owners.

          (c)  The corporation is entitled to reject a vote, consent, waiver, or
proxy appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

          (d)  The corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, or proxy appointment in good faith and in accordance with
the standards of this section are not liable in damages to the shareholder for
the consequences of the acceptance or rejection.

          (e)  Corporate action based on the acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.

     Section 2.12 INFORMAL ACTION BY SHAREHOLDERS.

          (a) Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more consents in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with

                                       14


respect to the subject matter thereof and are delivered to the corporation for
inclusion in the minute book or filed with the corporate records. If the act to
be taken requires that notice be given to non-voting shareholders, the
corporation shall give the non-voting shareholders written notice of the
proposed action at least 10 days before the action is taken, which notice shall
contain or be accompanied by the same material that would have been required if
a formal meeting had been called to consider the action. A consent signed under
this section has the effect of a meeting vote and may be described as such in
any document.

          (b)  Notwithstanding the provisions of Section 2.12(a) to the
contrary, if the articles of incorporation contain specific authority to do so,
any action required or permitted to be taken at a meeting of the shareholders
may be taken without a meeting if one or more consents in writing, setting forth
the action so taken, shall be signed by the holders of at least a majority of
all of the shares entitled to vote with respect to the subject matter thereof
and are delivered to the corporation for inclusion in the minute book or filed
with the corporate records. Prompt notice of any action taken by less than
unanimous written consent in lieu of a meeting shall be given to all
shareholders entitled to vote on such action.

     Section 2.13 VOTING FOR DIRECTORS. Unless otherwise provided in the
articles of incorporation, directors are elected

                                       15


by a plurality of the votes cast by the shares entitled to vote in the election
at a meeting at which a quorum is present.

     Section 2.14 SHAREHOLDER'S RIGHTS TO INSPECT CORPORATE RECORDS.

          (a)  MINUTES AND ACCOUNTING RECORDS. The corporation shall keep as
permanent records minutes of all meetings of its shareholders and board of
directors, a record of all actions taken by the shareholders or board of
directors without a meeting, and a record of all actions taken by a committee of
the board of directors in place of the board of directors on behalf of the
corporation. The corporation shall maintain appropriate accounting records.

          (b)  ABSOLUTE INSPECTION RIGHTS OF RECORDS REQUIRED AT PRINCIPAL
OFFICE. If a shareholder gives the corporation written notice of his demand at
least five business days before the date on which he wishes to inspect and copy,
that shareholder (or his agent or attorney) has the right to inspect and copy,
during regular business hours any of the following records, all of which the
corporation is required to keep at its principal office:

               (1)  its articles or restated articles of incorporation and all
                    amendments to them currently in effect;

                                       16


               (2)  its by-laws or restated by-laws and all amendments to them
                    currently in effect;

               (3)  resolutions adopted by its board of directors creating one
                    or more classes or series of shares, and fixing their
                    relative rights, preferences, and limitations, if shares
                    issued pursuant to those resolutions are outstanding;

               (4)  the minutes of all shareholders' meetings, and records of
                    all action taken by shareholders without a meeting, for the
                    past three years;

               (5)  all written communications to shareholders generally within
                    the past three years, including the financial statement
                    furnished for the past three years to the shareholders;

               (6)  a list of the names and business addresses of its current
                    directors and officers; and

               (7)  its most recent annual report delivered to the Secretary of
                    State.

          (c)  CONDITIONAL INSPECTION RIGHT. In addition, if a shareholder gives
the corporation a written demand made in good faith and for a proper purpose at
least five business days before the date on which he wishes to inspect and copy,
he describes

                                       17


with reasonable particularity his purpose and the records he desires to inspect,
and the records are directly connected with his purpose, that shareholder of the
corporation (or his agent or attorney) is entitled to inspect and copy, during
regular business hours at a reasonable location specified by the corporation,
any of the following records of the corporation:

               (1)  excerpts from minutes of any meeting of the board of
                    directors, records of any action of a committee of the board
                    of directors on behalf of the corporation, minutes of any
                    meeting of the shareholders, and records of action taken by
                    the shareholders or board of directors without a meeting, to
                    the extent not subject to inspection under paragraph (a) of
                    this Section 2.14.

               (2)  accounting records of the corporation; and

               (3)  the record of shareholders (compiled no earlier than the
                    date of the shareholder's demand).

          (d)  COPY COSTS. The right to copy records includes, if reasonable,
the right to receive copies made by photographic, xerographic or other means.
The corporation may impose a reasonable charge, covering the costs of labor and
material, for copies of any documents provided to the shareholder. The charge

                                       18


may not exceed the estimated cost of production or reproduction of the records.

          (e)  SHAREHOLDER INCLUDES BENEFICIAL OWNER. For purposes of this
Section 2.14, the term "shareholder" shall include a beneficial owner whose
shares are held in a voting trust or by a nominee on his behalf.

     Section 2.15 FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE SHAREHOLDERS.

          (a)  The corporation shall furnish its shareholders annual financial
statements, which may be consolidated or combined statements of the corporation
and one or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of changes in shareholders' equity for the year unless that
information appears elsewhere in the financial statements. If financial
statements are prepared for the corporation on the basis of generally accepted
accounting principles, the annual financial statements for the shareholders also
must be prepared on that basis.

          (b)  If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the president or the person responsible for the
corporation's accounting records:

                                       19


               (1)  stating his reasonable belief whether the statements were
                    prepared on the basis of generally accepted accounting
                    principles and, if not, describing the basis of preparation;
                    and

               (2)  describing any respects in which the statements were not
                    prepared on a basis of accounting consistent with the
                    statements prepared for the preceding year.

          (c)  A corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year. Thereafter, on
written request from a shareholder who was not mailed the statements, the
corporation shall mail him the latest financial statements.

     Section 2.16 DISSENTERS' RIGHTS. Each shareholder shall have the right to
dissent from and obtain payment for his shares when so authorized by the Act,
articles of incorporation, these by-laws, or in a resolution of the board of
directors.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 3.1 GENERAL POWERS. Unless the articles of incorporation have
dispensed with or limited the authority of the board of directors by describing
who will perform some or all of the duties of a board of directors, all
corporate powers shall be

                                       20


exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of the board of directors.

     Section 3.2 NUMBER, TENURE, AND QUALIFICATIONS OF DIRECTORS. The number of
directors of the corporation shall be three unless there shall be less than
three shareholders, in which event the shareholders may provide for the number
of directors to be no less than the number of shareholders. Each director shall
hold office until the next annual meeting of shareholders or until removed.
However, if his term expires, he shall continue to serve until his successor
shall have been elected and qualified or until there is a decrease in the number
of directors. Directors need not be residents of the State of Vermont or
shareholders of the corporation unless so required by the articles of
incorporation.

     Section 3.3 REGULAR MEETINGS OF THE BOARD OF DIRECTORS. A regular meeting
of the board of directors shall be held without other notice than this by-law
immediately after, and at the same place as, the annual meeting of shareholders.
The board of directors may provide, by resolution, the time and place, either
within or without the State of Vermont for the holding of regular meetings which
shall be held without other notice than such resolution. If so permitted by
Section 3.7, any such regular

                                       21


meeting may be held by telephone.

     Section 3.4 SPECIAL MEETINGS OF THE BOARD. Special meetings of the board of
directors may be called by or at the request of the President or any one
director. The person or persons authorized to call special meetings of the board
of directors may fix any place, either within or without the State of Vermont,
as the place for holding any special meeting of the board of directors called by
them, or if permitted by Section 3.7, such meeting may be held by telephone.

     Section 3.5 NOTICE OF, AND WAVIER OF NOTICE FOR, SPECIAL DIRECTOR
MEETINGS. Unless the articles of incorporation provide for a longer or shorter
period, notice of any special director meeting shall be given at least two days
previously thereto either orally or in writing. If mailed, notice of any
director meeting shall be deemed to be effective at the earlier of: (1) when
received; (2) five days after deposited in the United States mail, addressed to
the director's business office, with postage thereon prepaid; or (3) the date
shown on the return receipt it sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the director.
Any director may waive notice of any meeting. Except as provided in the next
sentence, the waiver must be in writing, signed by the director entitled to the
notice, and filed with the minutes or corporate records. The attendance of a
director at a meeting

                                       22


shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business and at the beginning of the meeting (or promptly upon his arrival)
objects to holding the meeting or transacting business at the meeting, and does
not thereafter vote for or assent to action taken at the meeting. Unless
required by the articles of incorporation, neither the business to be transacted
at, nor the purpose of, any special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.

     Section 3.6 DIRECTOR QUORUM. If by-law Section 3.2 establishes a fixed
board size, a majority of the number of directors shall constitute a quorum for
the transaction of business at any meeting of the board of directors, unless the
articles require a greater number.

     Any amendment to this quorum requirement is subject to the provisions of
Section 3.8 of this Article III.

     Section 3.7 DIRECTORS, MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present when the vote is
taken shall be the act of the board of directors unless the articles of
incorporation require a greater percentage. Any amendment which changes the
number of directors needed to take action, is subject to the provisions of
Section 3.8 of this Article III.

                                       23


     Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.

     A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed to
have assented to the action taken unless: (1) he objects at the beginning of the
meeting (or promptly upon his arrival) to holding it or transacting business at
the meeting; or (2) his dissent or abstention from the action taken is entered
in the minutes of the meeting; or (3) he delivers written notice of his dissent
or abstention to the presiding officer of the meeting before its adjournment or
to the corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.

     Section 3.8 ESTABLISHING A "SUPERMAJORITY" QUORUM OR VOTING REQUIREMENT
FOR THE BOARD OF DIRECTORS. For purposes of this Section 3.8, a "supermajority"
quorum is a requirement that more than a majority of the directors in office
constitute a quorum, and a "supermajority" voting requirement is any requirement
that

                                       24


requires the vote of more than a majority of those directors present at a
meeting at which a quorum is present to be the act of the directors.

     A by-law that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:

               (1)  if originally adopted by the shareholders, only by the
                    shareholders (unless otherwise provided by the
                    shareholders);

               (2)  if originally adopted by the board of directors, either by
                    the shareholders or by the board of directors.

     A by-law adopted or amended by the shareholders that fixes a supermajority
quorum or supermajority voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the board of directors.

     Subject to the provisions of the preceding paragraph, action by the board
of directors to adopt, amend, or repeal a by-law that changes the quorum or
voting requirement for the board of directors must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.

                                       25


     Section 3.9 DIRECTOR ACTION WITHOUT A MEETING. Unless the articles of
incorporation provide otherwise, any action required or permitted to be taken by
the board of directors at a meeting may be taken without a meeting if all of the
directors take the action, each one signs a written consent describing the
action taken, and the consents are filed with the records of the corporation.
Action taken by consents is effective when the last director signs the consent,
unless the consent specifies a different effective date. A signed consent has
the effect of a meeting vote and may be described as such in any document.

     Section 3.10 REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors at a meeting called for that purpose if notice has been given that a
purpose of the meeting is such removal. The removal may be with or without cause
unless the articles provide that directors may only be removed with cause. If a
director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove him. If cumulative
voting is authorized, a director may not be removed if the number of votes
sufficient to elect him under cumulative voting is voted against his removal. If
cumulative voting is not authorized, a director may be removed only if the
number of votes cast to remove him exceeds the number of votes cast not to
remove him.

                                       26


     Section 3.11 BOARD OF DIRECTOR VACANCIES. Unless the articles of
incorporation provide otherwise, if a vacancy occurs on the board of directors,
including a vacancy resulting from an increase in the number of directors, the
shareholders may fill the vacancy. During such time that the shareholders fail
or are unable to fill such vacancies then and until the shareholders act:

               (1)  the board of directors may fill the vacancy; or

               (2)  if the directors remaining in office constitute fewer than a
                    quorum of the board, they may fill the vacancy by the
                    affirmative vote of a majority of all the directors
                    remaining in office.

     If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders.

     A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

     The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his term
expires, he shall continue to serve until his successor is elected and qualifies
or until there is a

                                       27


decrease in the number of directors.

     Section 3.12 DIRECTOR COMPENSATION. Unless otherwise provided in the
articles of incorporation, by resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
board of directors, and may be paid a stated salary as a director or a fixed sum
for attendance at each meeting of the board of directors or both. No such
payment shall preclude any director from serving the corporation in any capacity
and receiving compensation therefor.

     Section 3.13 DIRECTOR COMMITTEES.

          (a)  CREATION OF COMMITTEES. Unless the articles of incorporation
provide otherwise, the board of directors may create one or more committees and
appoint members of the board of directors to serve on them. Each committee must
have two or more members, who serve at the pleasure of the board of directors.

          (b)  SELECTION OF MEMBERS. The creation of a committee and appointment
of members to it must be approved by the greater of (1) a majority of all the
directors in office when the action is taken or (2) the number of directors
required by the articles of incorporation to take such action, (or if not
specified in the articles the numbers required by Section 3.7 of this Article
III to take action).

          (c)  REQUIRED PROCEDURES. Sections 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 of
this Article III, which govern meetings, action

                                       28


without meetings, notice and waiver of notice, quorum and voting requirements of
the board of directors, apply to committees and their members.

          (d)  AUTHORITY. Unless limited by the articles of incorporation, each
committee may exercise those aspects of the authority of the board of directors
which the board of directors confers upon such committee in the resolution
creating the committee. Provided, however, a committee may not:

               (1)  authorize distributions;

               (2)  approve or propose to shareholders action that the Act
                    requires be approved by shareholders;

               (3)  fill vacancies on the board of directors or on any of its
                    committees;

               (4)  amend the articles of incorporation pursuant to the
                    authority of directors, to do so granted by Section 10.02 of
                    the Act;

               (5)  adopt, amend, or repeal bylaws;

               (6)  approve a plan of merger not requiring shareholder approval;

               (7)  authorize or approve reacquisition of shares, except
                    according to a formula or method prescribed by the board of
                    directors; or

                                       29


               (8)  authorize or approve the issuance or sale or contract for
                    sale of shares or determine the designation and relative
                    rights, preferences, and limitation of a class or series of
                    shares, except that the board of directors may authorize a
                    committee (or a senior executive officer of the corporation)
                    to do so within limits specifically prescribed by the board
                    of directors.

                                   ARTICLE IV

                                    OFFICERS

     Section 4.1 NUMBER OF OFFICERS. The officers of the corporation shall be a
president, a secretary, and a treasurer, each of whom shall be appointed by the
board of directors. Such other officers and assistant officers as may be deemed
necessary, including any vice-presidents, may be appointed by the board of
directors. If specifically authorized by the board of directors, an officer may
appoint one or more officers or assistant officers. The same individual may
simultaneously hold more than one office in the corporation, except the offices
of president and secretary, unless the corporation is a professional
corporation.

     Section 4.2 APPOINTMENT AND TERM OF OFFICE. The officers of the corporation
shall be appointed by the board of directors

                                       30


for a term as determined by the board of directors. (The designation of a
specified term grants to the officer no contract rights, and the board can
remove the officer at any time prior to the termination of such term.) If no
term is specified, they shall hold office until they resign, die, or until they
are removed in the manner provided in Section 4.3 of this Article IV.

     Section 4.3 REMOVAL OF OFFICERS. Any officer or agent may be removed by the
board of directors at any time, with or without cause. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.

     Section 4.4 PRESIDENT. The president shall be the principal executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the board of directors. He may sign, with the secretary
or any other proper officer of the corporation thereunto authorized by the board
of directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
by-laws to some other officer or agent of the

                                       31


corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of president and such
other duties as may be prescribed by the board of directors from time to time.

     Section 4.5 THE VICE PRESIDENTS. If appointed, in the absence of the
president or in the event of his death, inability or refusal to act, the vice
president (or in the event there be more than one vice president, the vice
presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their appointment) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. (If there
is no vice president, then the treasurer shall perform such duties of the
president.) Any vice president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation the issuance of which have
been authorized by resolution of the board of directors; and shall perform such
other duties as from time to time may be assigned to him by the president or by
the board of directors.

     Section 4.6 THE SECRETARY. The secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c)

                                       32


be custodian of the corporate records and of any seal of the corporation if
there is a seal of the corporation, see that it is affixed to all documents the
execution of which on behalf of the corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder; (f) sign with the
president, or a vice president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors; (g) have general charge of the stock transfer books of the
corporation; and (h) in general perform all duties incident to the office of the
secretary and such other duties as from time to time may be assigned to him by
the president or by the board of directors.

     Section 4.7 THE TREASURER. The treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
receive and give receipts for monies due and payable to the corporation from any
source whatsoever, and deposit all such monies in the name of the corporation in
such banks, trust companies, or other depositories as shall be selected by the
board of directors; and (c) in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the board of directors.

                                       33


If required by the board of directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the board of directors shall determine.

     Section 4.8 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretaries, when authorized by the board of directors, may sign with the
president or a vice president certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the board of
directors. The assistant treasurers shall respectively, if required by the board
of directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively, or by
the president or the board of directors.

                                    ARTICLE V

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,

                              AGENTS AND EMPLOYEES

     Section 5.1 INDEMNIFICATION OF DIRECTORS. Unless otherwise provided in the
articles of incorporation, the corporation shall indemnify any individual made a
party to a proceeding because he is or was a director of the corporation,
against liability

                                       34


incurred in the proceeding, but only if the corporation has authorized the
payment in accordance with Section 8.55(c) of the Act and a determination has
been made in accordance with the procedures set forth in Section 8.55(b) of the
Act that the director met the standards of conduct in paragraph (a), (b) and (c)
below.

          (a)  STANDARD OF CONDUCT. The individual shall demonstrate that:

               (1)  he conducted himself in good faith; and

               (2)  he reasonably believed:

                    (i)  in the case of conduct in his official capacity with
                         the corporation, that his conduct was in its best
                         interests; and

                    (ii) in all other cases, that his conduct was at least not
                         opposed to its best interests;

               (3)  in the case of any proceeding, brought by a governmental
                    entity, the director had no reasonable cause to believe his
                    conduct was unlawful and the director is not finally found
                    to have engaged in a reckless or intentional unlawful act.

          (b)  NO INDEMNIFICATION PERMITTED IN CERTAIN CIRCUMSTANCES. The
corporation shall not indemnify a director

                                       35


under this Section 5.1 of Article V:

               (i)  in connection with a proceeding by or in the right of the
                    corporation in which the director was adjudged liable to the
                    corporation; or

               (ii) in connection with any other proceeding charging improper
                    personal benefit to him, whether or not involving action in
                    his official capacity, in which he was adjudged liable on
                    the basis that personal benefit was improperly received by
                    him.

          (c)  INDEMNIFICATION IN DERIVATIVE ACTIONS LIMITED. Indemnification
permitted under this Section 5.1 of Article V in connection with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

     Section 5.2 ADVANCE EXPENSES FOR DIRECTORS. If a determination is made,
following the procedures of Section 8.55(b) of the Act that the director has met
the following requirements; and if an authorization of payment is made,
following the procedures and standards set forth in Section 8.55(c) of the Act
then unless otherwise provided in the articles of incorporation, the corporation
shall pay for or reimburse the reasonable expenses incurred by a director who is
a party to a

                                       36


proceeding in advance of final disposition of the proceeding, if:

               (1)  the director furnishes the corporation a written affirmation
                    of his good faith belief that he has met the standard of
                    conduct described in Section 5.1 of this Article V;

               (2)  the director furnishes the corporation a written
                    undertaking, executed personally or on his behalf, to repay
                    the advance if it is ultimately determined that he did not
                    meet the standard of conduct (which undertaking must be an
                    unlimited general obligation of the director but need not be
                    secured and may be accepted without reference to financial
                    ability to make repayment); and

               (3)  a determination is made that the facts then known to those
                    making the determination would not preclude indemnification
                    under Section 5.1 of this Article V or Section 8.50 through
                    Section 8.58 of the Act.

     Section 5.3 INDEMNIFICATION OF OFFICERS, AGENTS AND EMPLOYEES WHO ARE NOT
DIRECTORS. Unless otherwise provided in the articles of incorporation, the board
of directors may indemnify and advance expenses to any officer, employee or
agent of the corporation, who is not a director of the corporation, to the same
extent as a director.

                                       37


                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 6.1 CERTIFICATES FOR SHARES.

          (a)  CONTENT. Certificates representing shares of the corporation
shall at minimum, state on their face the name of the issuing corporation and
that it is formed under the laws of the State of Vermont; the name of the person
to whom issued; and the number and class of shares and the designation of the
series, if any, the certificate represents; and be in such form as determined by
the board of directors. Such certificates shall be signed (either manually or by
facsimile) by the president or a vice president and by the secretary or an
assistant secretary and may be sealed with a corporate seal or a facsimile
thereof. Each certificate for shares shall be consecutively numbered or
otherwise identified.

          (b)  LEGEND AS TO CLASS OR SERIES. If the corporation is authorized to
issue different classes of shares or different series within a class, the
designations, relative rights, preferences and limitations applicable to each
class and the variations in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series) must be summarized on the front or back of each certificate.
Alternatively, each certificate may state conspicuously on its front or back
that the

                                       38


corporation will furnish the shareholder this information on request in writing
or without charge.

          (c)  SHAREHOLDER LIST. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation.

          (d)  TRANSFERRING SHARES. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.

     Section 6.2 SHARES WITHOUT CERTIFICATES.

          (a)  ISSUING SHARES WITHOUT CERTIFICATES. Unless the articles of
incorporation provide otherwise, the board of directors may authorize the issue
of some or all of the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.

          (b)  INFORMATION STATEMENT REQUIRED. Within a reasonable time after
the issue or transfer of shares without certificates, the corporation shall send
the shareholder a written statement containing at minimum:

                                       39


               (1)  the name of the issuing corporation and that it is organized
                    under the law of this state;

               (2)  the name of the person to whom issued; and

               (3)  the number and class of shares and the designation of the
                    series, if any, of the issued shares.

     If the corporation is authorized to issue different classes of shares or
different series within a class, the written statement shall describe the
designations, relative rights, preferences and limitations applicable to each
class and the variation in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series).

     Section 6.3 REGISTRATION OF THE TRANSFER OF SHARES. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the owner, the person in whose name
shares stand on the books of the corporation shall be deemed by the

                                       40


corporation to be the owner thereof for all purposes.

     Section 6.4 RESTRICTIONS ON TRANSFER OF SHARES PERMITTED. The board of
directors (or shareholders) may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into, or
carrying a right to subscribe for or acquire shares). A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of the
restriction.

     A restriction on the transfer or registration of transfer of shares may be
authorized:

               (1)  to maintain the corporation's status when it is dependent on
                    the number or identity of its shareholders;

               (2)  to preserve exemptions under federal or state securities
                    law;

               (3)  for any other reasonable purpose.

     A restriction on the transfer or registration of transfer of shares may:

               (1)  obligate the shareholder first to offer the corporation or
                    other persons (separately, consecutively or simultaneously)
                    an opportunity to acquire the restricted shares;

                                       41


               (2)  obligate the corporation or other persons (separately,
                    consecutively or simultaneously) to acquire the restricted
                    shares;

               (3)  require the corporation, the holders of any class of its
                    shares, or another person to approve the transfer of the
                    restricted shares, if the requirement is not manifestly
                    unreasonable;

               (4)  prohibit the transfer of the restricted shares to designated
                    persons or classes of persons, if the prohibition is not
                    manifestly unreasonable.

     A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferree of the holder if the
restriction is authorized by this section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by Section 6.2 of this Article VI with regard to
shares issued without certificates. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.

     Section 6.5 ACQUISITION OF SHARES. The corporation may acquire its own
shares and unless otherwise provided in the articles of incorporation, the
shares so acquired constitute authorized but unissued shares.

     If the articles of incorporation prohibit the reissue of

                                       42


acquired shares, the number of authorized shares is reduced by the number of
shares acquired, effective upon amendment of the articles of incorporation,
which amendment shall be adopted by the shareholders or the board of directors
without shareholder action. The articles of amendment must be delivered to the
Secretary of State and must set forth:

               (1)  the name of the corporation;

               (2)  the reduction in the number of authorized shares, itemized
                    by class and series; and

               (3)  the total number of authorized shares, itemized by class and
                    series, remaining after reduction of the shares.

                                   ARTICLE VII

                                  DISTRIBUTIONS

     Section 7.1 DISTRIBUTIONS. The board of directors may authorize, and the
corporation may make, distributions (including dividends on its outstanding
shares) in the manner and upon the terms and conditions provided by law and in
the corporation's articles of incorporation.

                                  ARTICLE VIII

                                 CORPORATE SEAL

     Section 8.1 CORPORATE SEAL. The board of directors may provide a corporate
seal which may be circular in form and have inscribed thereon any designation
including the name of the

                                       43


corporation, Vermont as the state of incorporation, and the words "Corporate
Seal."

                                   ARTICLE IX

                                   AMENDMENTS

     Section 9.1 AMENDMENTS. The corporation's board of directors may amend or
repeal the corporation's by-laws unless:

               (1)  the articles of incorporation or the Act reserve this power
                    exclusively to the shareholders in whole or in part; or

               (2)  the shareholders in adopting, amending, or repealing a
                    particular by-law provide expressly that the board of
                    directors may not amend or repeal that by-law; or

               (3)  the by-law either establishes, amends or deletes a
                    supermajority shareholder quorum or voting requirement (as
                    defined in Section 2.8 of Article II).

     Any amendment which changes the voting or quorum requirement for the board
must comply with Article III, Section 3.8., and for the shareholders, must
comply with Article II, Section 2.8.

     The corporation's shareholders may amend or repeal the corporation's
by-laws even though the by-laws may also be amended or repealed by its board of
directors.

                                       44



                                                                    Exhibit 3.21

                                                                               D

                        THE COMMONWEALTH OF MASSACHUSETTS
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                            ARTICLES OF ORGANIZATION
                          (GENERAL LAWS, CHAPTER 156B)


                                    ARTICLE I

                      The exact name of the corporation is

                  Casella Waste Systems of Massachusetts, Inc.

                                   ARTICLE II

     The purpose of the corporation is to engage in the following business
activities:

     (a)  To engage in the business of waste disposal.

     (b)  To carry on any business or other activity which may lawfully be
          carried on by a corporation organized under the Business Corporation
          Law of the Commonwealth of Massachusetts, whether or not related to
          those referred to in the preceding paragraph.


NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE
8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO
MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE
REQUIRING EACH ADDITION IS CLEARLY INDICATED.

[SIDENOTE]

/s/ [ILLEGIBLE]
- -----------------
Examiner


/s/ [ILLEGIBLE]
- -----------------
Name
Approved


C    / /
P    /X/
M    / /
R.A. /X/


/s/ [ILLEGIBLE]
- -----------------
P.C.



                                   ARTICLE III

State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue



    WITHOUT PAR VALUE                             WITH PAR VALUE
- -------------------------------     --------------------------------------------
   TYPE        NUMBER OF SHARES        TYPE       NUMBER OF SHARES     PAR VALUE
- ----------     ----------------     -----------   ----------------    ----------
                                                            
Common:          None                Common:          5,000             $.01

Preferred:       None                Preferred:       None


                                   ARTICLE IV

If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class,
if shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.

[SEAL]

          None

                                    ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares or stock of any class are:

          None

                                   ARTICLE VI

**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

          See Attachment 6.

**IF THERE ARE NO PROVISIONS STATE "NONE".

NOTE: THE PRECEDING SIX(6) ARTICLES ARE CONSIDERED TO BE PERMANENT AND MAY ONLY
BE CHANGED BY FILLING APPROPRIATE ARTICLES OF AMENDMENTS.



                                  ATTACHMENT 6

     6.   Other lawful provision, if any, for the conduct and regulation of the
          business and affairs of the corporation, for its voluntary
          dissolution, or for limiting, defining, or regulating the powers of
          the corporation, or of its directors or stockholders, or of any class
          of stockholders:

     6A.  LIMITATION OF DIRECTOR L1ABILITY

          Except to the extent that Chapter 156B of the Massachusetts General
Laws prohibits the elimination or limitation of liability of directors for
breaches of fiduciary duty, no director of the corporation shall be personally
liable to the corporation or its stockholders for monetary damages for any
breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability. No amendment to or repeal of this provision shall apply
to or have any effect on the liability or alleged liability of any director of
the corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.

     6B.  INDEMNIFICATION

          1.   The corporation shall, to the fullest extent permitted by the
applicable provisions of Chapter 156B of the Massachusetts General Laws, as
amended from time to time, indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the corporation, or is or was serving, or has agreed to serve, at the
request of the corporation, as a director or officer of, or in a similar
capacity with, another organization or in any capacity with respect to any
employee benefit plan of the corporation (all such persons being referred to
hereafter as an "Indemnitee"), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement incurred by or on behalf
of an Indemnitee in connection with such action, suit or proceeding and any
appeal therefrom, unless such Indemnitee shall be finally adjudicated in such
action, suit or proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation or, to the
extent such matter relates to service with respect to an employee benefit plan,
in the best interests of the participants or beneficiaries of such employee
benefit plan.

          2.   Notwithstanding the provisions of Section 1 of this Article, in
the event that a pending or threatened action, suit or proceeding is compromised
or settled in a manner which imposes any liability or obligation upon an
Indemnitee in a matter for which such Indemnitee would, otherwise be entitled to
indemnification hereunder, no



indemnification shall be provided to such Indemnitee with respect to such matter
if it is determined that such Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interests of the corporation
or, to the extent such matter relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.

          3.   As a condition precedent to his right to be indemnified, the
Indemnitee must notify the corporation in writing as soon as practicable of any
action, suit, proceeding or investigation involving him for which indemnity will
or could be sought. With respect to any action, suit, proceeding or
investigation of which the corporation is so notified, the corporation will be
entitled to participate therein at its own expense and/or to assume the defense
thereof at its own expense, with legal counsel reasonably acceptable to the
Indemnitee.

          4.   In the event that the corporation does not assume the defense of
any action, suit, proceeding or investigation of which the corporation receives
notice under this Article, the corporation shall pay in advance of the final
disposition of such matter any expenses (including attorneys' fees) incurred by
an Indemnitee in defending a civil or criminal action, suit, proceeding or
investigation or any appeal therefrom; PROVIDED, HOWEVER, that the payment of
such expenses incurred by an Indemnitee in advance of the final disposition of
such matter shall be made only upon receipt of an undertaking by or on behalf of
the Indemnitee to repay all amounts so advanced in the event that it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified
by the corporation as authorized in this Article, which undertaking shall be
accepted without reference to the financial ability of the Indemnitee to make
such repayment; and FURTHER PROVIDED that no such advancement of expenses shall
be made if it is determined that the Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interests of the corporation
or, to the extent such matter relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.

          5.   All determinations hereunder as to the entitlement of an
Indemnitee to indemnification or advancement of expenses shall be made by: (a) a
majority vote of a quorum of the directors of the corporation, (b) a majority
vote of a quorum of the outstanding shares of stock of all classes entitled to
vote for directors, voting as a single class, which quorum shall consist of
stockholders who are not at that time parties to the action, suit or proceeding
in question, (c) independent legal counsel (who may, to the extent permitted by
law, be regular legal counsel to the corporation), or (d) a court of competent
jurisdiction.

          6.   The corporation shall not indemnify an Indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such Indemnitee unless the initiation thereof was approved by the Board of
Directors of

                                       -2-


the corporation. In addition, the corporation shall not indemnify any such
Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of
insurance, and in the event the corporation makes any indemnification payments
to any such Indemnitee and such Indemnitee is subsequently reimbursed from the
proceeds of insurance, such Indemnitee shall promptly refund such
indemnification payments to the corporation to the extent of such insurance
reimbursement.

          7.   The indemnification rights provided in this Article (i) shall not
be deemed exclusive of any other rights to which an Indemnitee may be entitled
under any law, agreement or vote of stockholders or directors or otherwise, and
(ii) shall inure to the benefit of the heirs, executors and administrators of
such Indemnitees. The corporation may, to the extent authorized from time to
time by its Board of Directors, grant indemnification rights to other employees
or agents of the corporation or other persons serving the corporation and such
rights may be equivalent to, or greater or less than, those set forth in this
Article.

6C.       OTHER PROVISIONS

          (a)  The directors may make, amend, or repeal the by-laws in whole or
in part, except with respect to any provision of such by-laws which by law or
these Articles or the by-laws requires action by the stockholders.

          (b)  Meetings of the stockholders of the corporation may be held
anywhere in the United States.

          (c)  The corporation shall have the power to be a partner in any
business enterprise which this corporation would have the power to conduct by
itself.

          (d)  The corporation, by vote of a majority of the stock outstanding
and entitled to vote thereon (or if there are two or more classes of stock
entitled to vote as separate classes, then by vote of a majority of each such
class of stock outstanding), may (i) authorize any amendment to its Articles of
Organization pursuant to Section 71 of Chapter 156B of the Massachusetts General
Laws, as amended from time to time, (ii) authorize the sale, lease or exchange
of all or substantially all of its property and assets, including its goodwill,
pursuant to Section 75 of Chapter 156B of the Massachusetts General Laws, as
amended from time to time, and (iii) approve an agreement of merger or
consolidation pursuant to Section 78 of Chapter 156B of the Massachusetts
General Laws, as amended from time to time.

                                       -3-


                                   ARTICLE VII

The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a LATER effective date is
desired, specify such date which shall not be more than THIRTY DAYS after the
date of filing

                                  ARTICLE VIII

The information contained in Article VIII is not a permanent part of the
Articles of Organization.

a. The street address (POST OFFICE BOXES ARE NOT ACCEPTABLE) of the principal
office of the corporation IN MASSACHUSETTS is:

              c/o CT Corporation, 2 Oliver Street, Boston, MA 02109

b. The name, residential address and post office address of each director and
officer of the corporation is as follows:



                      NAME                     RESIDENTIAL ADDRESS               POST OFFICE ADDRESS
                                                                           
President:     John W. Casella                 67 Ives Avenue                    Casella Waste Systems, Inc.
    *                                          Rutland, VT 05701                 25 Greens Hill Lane
                                                                                 Rutland, VT 05701
Treasurer:     Douglas R. Casella              3 Stonehollow                     Casella Waste Systems, Inc.
                                               Mendon, VT 05701                  25 Greens Hill Lane
                                                                                 Rutland, VT 05701
Clerk:         James W. Bohlig                 Russellville Road, Box 1043       Casella Waste Systems, Inc.
                                               Cuttingsville, VT 05701           25 Greens Hill Lane
                                                                                 Rutland, VT 05701
Directors:     John W. Casella                 67 Ives Avenue                    Casella Waste Systems, Inc.
                                               Rutland, VT 05701                 25 Greens Hill Lane
                                                                                 Rutland, VT 05701
               Douglas R. Casella              3 Stonehollow                     Casella Waste Systems, Inc.
                                               Mendon, VT 05701                  25 Greens Hill Lane
                                                                                 Rutland, VT 05701
               James W. Bohlig                 Russellville Road, Box 1043       Casella Waste Systems, Inc.
                                               Cuttingsville, VT 05738           25 Greens Hill Lane
                                                                                 Rutland, VT 05701
Vice President
and Assistant
Clerk:         Jerry S. Cifor                  Manchester West Road              Casell Waset Systems, Inc.
                                               Manchester, VT 05254              25 Greens Hill Lane
                                                                                 Rutland, VT 05701


c. The fiscal year (i.e., tax year) of the corporation shall end on the last day
of the month of: April

d. The name and business address of the resident agent, if any, of the
corporation is:
            CT Corporation System, 2 Oliver Street, Boston, MA 02109

                                   ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we whose
signature(s) appear below as incorporator(s) and whose name(s) and business or
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 8th day of November, 1999.

/s/ Jeffrey A. Stein
- --------------------
Jeffrey A. Stein
Sole Incorporator


NOTE: IF AN EXISTING CORPORATION IS ACTING AS INCORPORATOR, TYPE IN THE EXACT
NAME OF THE CORPORATION, THE STATE OR OTHER JURISDICTION WHERE IT WAS
INCORPORATED, THE NAME OF THE PERSON SIGNING ON BEHALF OF SAID CORPORATION AND
THE TITLE HE/SHE HOLDS OR OTHER AUTHORITY BY WHICH SUCH ACTION IS TAKEN.



                        THE COMMONWEALTH OF MASSACHUSETTS

                            ARTICLES OF ORGANIZATION
                          (GENERAL LAWS, CHAPTER 156B)

I hereby certify that, upon examination of these Articles of Organization, duly
submitted to me. It appears that the provisions of the General Laws relative to
the organization of corporations have been complied with, and I hereby approve
said articles; and the filing fee in the amount of $200 having been paid, said
articles are deemed to have been filed with me this 8th day of November 1999.

[SEAL]

EFFECTIVE DATE: _________________________

[SEAL]


                           /s/ William Francis Galvin

                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH



FILING FEE: One tenth of one percent of the total authorized capital stock, but
not less than $200.00. For the purpose of filing shares of stock with a par
value less than $1.00, or no par stock, shall be deemed to have a par value of
$1.00 per share.


                         TO BE FILLED IN BY CORPORATION
                      PHOTOCOPY OF DOCUMENT TO BE SENT TO:


          Donna A. Pace
          Corporate Paralegal
          Hale and Dorr LLP
          60 State Street
          Boston, MA 02109
Telephone (617) 526-5179



                                                          FEDERAL IDENTIFICATION
                                                          No. 000679930

                        THE COMMONWEALTH OF MASSACHUSETTS
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                              ARTICLES OF AMENDMENT
                    (GENERAL LAWS, CHAPTER 156B, SECTION 72)

We, John W. Casella, *President and James W. Bohlig, *Clerk

of Casella Waste Systems of Massachusetts, Inc.,
                           (EXACT NAME OF CORPORATION)

located at c/o CT Corporation System, 2 Oliver Street, Boston, MA 02109,
                (STREET ADDRESS OF CORPORATION IN MASSACHUSETTS)

certify that these Articles of Amendment affecting articles numbered

                                        1
          (NUMBER THOSE ARTICLES 1, 2, 3, 4, 5 AND/OR 6 BEING AMENDED)

of the Articles of Organization were duly adopted by unanimous consent on
January 24, 2000, by vote of:

500 shares of common stock of 500 shares outstanding.
         (TYPE, CLASS & SERIES, IF ANY)

_______ shares of __________________________ of _________ shares outstanding and
                (TYPE, CLASS & SERIES, IF ANY)

_______ shares of __________________________ of ____________ shares outstanding.
                (TYPE, CLASS & SERIES, IF ANY)

(1)** being at least a majority of each type, class or series outstanding and
entitled to vote thereon: / or (2)**being at least two-thirds of each type,
class or series outstanding and entitled to vote thereon and of each type, class
or series of stock whose rights are adversely affected thereby:

"VOTED:   That Article One of the Articles of Organization of the Corporation be
          amended, as follows:

          ARTICLE ONE:   The name by which the Corporation shall be known is
                         Casella Waste Management of Massachusetts, Inc.


* DELETE THE INAPPLICABLE WORDS         **DELETE THE INAPPLICABLE CLAUSE
(1) FOR AMENDMENTS ADOPTED PURSUANT TO CHAPTER 156B, SECTION 70
(2) FOR AMENDMENTS ADOPTED PURSUANT TO CHAPTER 156B SECTION 71
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE
8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO
MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE
REQUIRING EACH ADDITION IS CLEARLY INDICATED.

[SIDENOTE]

/s/ [ILLEGIBLE]
- -----------------
Examiner


/s/ [ILLEGIBLE]
- -----------------
Name
Approved


C    /X/
P    / /
M    / /
R.A. / /


/s/ 5
- -----------------
P.C.



To change the number of shares and the par value (if any) of any type, class
or series of stock which the corporation is authorized to issue, fill in the
following:

The total presently authorized is:



   WITHOUT PAR VALUE STOCKS                    WITH PAR VALUE STOCKS
- -------------------------------     ----------------------------------------------
   TYPE        NUMBER OF SHARES         TYPE          NUMBER OF SHARES   PAR VALUE
- ----------     ----------------     ------------      ----------------   --------
                                                              
 Common:                             Common:

 Preferred:                          Preferred:


Change the total authorized to:



   WITHOUT PAR VALUE STOCKS                    WITH PAR VALUE STOCKS
- -------------------------------     ----------------------------------------------
   TYPE        NUMBER OF SHARES         TYPE          NUMBER OF SHARES   PAR VALUE
- ----------     ----------------     ------------      ----------------   --------
                                                              
 Common:                             Common:

 Preferred:                          Preferred:




                         CASELLA WASTE MANAGEMENT, INC.
                               25 GREENS HILL LANE
                                RUTLAND, VT 05701

                                                                January 26, 2000

Secretary of State of the
Commonwealth of Massachusetts
Corporations Division
One Ashburton Place
17th Floor
Boston, MA 02108

          Re:  CONSENT TO USE OF NAME

Dear Sir or Madam:

     The undersigned officer of Casella Waste Management, Inc., a Vermont
corporation, qualified to do business in Massachusetts, does hereby consent to
the use of the name "Casella Waste Management of Massachusetts, Inc.," by
Casella Waste Systems, Inc., a Massachusetts corporation.

                                                   Very truly yours,

                                                   Casella Waste Management, Inc


                                                   By: /s/ John W. Casella
                                                       -------------------------
                                                       Name:  John W. Casella
                                                       Title: Secretary



The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a LATER effective date not more than THIRTY DAYS after such filing,
in which event the amendment will become effective on such later date.

Later effective date: _________________________.

SIGNED UNDER THE PENALTIES OF PERJURY, this 26th day of January, 2000

/s/ John W. Casella
- ----------------------, *President

/s/ Jerry S. Cifor
- ----------------------, *Clerk

*DELETE THE INAPPLICABLE WORDS.



                        THE COMMONWEALTH OF MASSACHUSETTS

                              ARTICLES OF AMENDMENT
                    (GENERAL LAWS, CHAPTER 156B, SECTION 72)

I hereby approve the within Articles of Amendment and, the filing fee in the
amount of $100 having been paid, said articles are deemed to have been filed
with me this 27th day of JANUARY 1999.

[SEAL]

EFFECTIVE DATE: _______________________________


[SEAL]

                           /s/ William Francis Galvin

                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH




                         TO BE FILLED IN BY CORPORATION
                      Photocopy of document to be sent to:

Donna A. Pace
Corporate Paralegal

Hale and Dorr
60 State Street
Boston, MA 02109



                                                                    Exhibit 3.22

                                     BY-LAWS

                                       OF

                 CASELLA WASTE MANAGEMENT OF MASSACHUSETTS, INC.



                                     BY-LAWS

                                TABLE OF CONTENTS



                                                                                      Page
                                                                                      ----
                                                                                     
ARTICLE 1 - Stockholders................................................................1
  1.1       Place of Meetings...........................................................1
  1.2       Annual Meeting..............................................................1
  1.3       Special Meetings............................................................1
  1.4       Notice of Meetings..........................................................1
  1.5       Quorum......................................................................2
  1.6       Adjournments................................................................2
  1.7       Voting and Proxies..........................................................2
  1.8       Action at Meeting...........................................................2
  1.9       Action without Meeting......................................................3

ARTICLE 2 - Directors...................................................................3
  2.1       Powers......................................................................3
  2.2       Number, Election and Qualification..........................................3
  2.3       Enlargement of the Board....................................................3
  2.4       Tenure......................................................................3
  2.5       Vacancies...................................................................3
  2.6       Resignation.................................................................3
  2.7       Removal.....................................................................4
  2.8       Regular Meetings............................................................4
  2.9       Special Meetings............................................................4
  2.10      Meetings by Telephone Conference Calls......................................4
  2.11      Notice of Special Meetings..................................................4
  2.12      Quorum......................................................................4
  2.13      Action at Meeting...........................................................5
  2.14      Action by Consent...........................................................5
  2.15      Committees..................................................................5
  2.16      Compensation of Directors...................................................5

ARTICLE 3 - Officers....................................................................5
  3.1       Enumeration.................................................................5
  3.2       Election ...................................................................5
  3.3       Qualification...............................................................5
  3.4       Tenure......................................................................5
  3.5       Resignation and Removal.....................................................6
  3.6       Vacancies...................................................................6
  3.7       Chairman of the Board and Vice-Chairman of the Board........................6
  3.8       President...................................................................6
  3.9       Vice Presidents.............................................................6
  3.10      Treasurer and Assistant Treasurers..........................................7
  3.11      Clerk and Assistant Clerks..................................................7


                                       -i-


                                     BY-LAWS

                                TABLE OF CONTENTS



                                                                                      Page
                                                                                      ----
                                                                                    
  3.12      Secretary and Assistant Secretaries.........................................7
  3.13      Salaries....................................................................8

ARTICLE 4 - Capital Stock...............................................................8
  4.1       Issue of Capital Stock......................................................8
  4.2       Certificate of Stock........................................................8
  4.3       Transfers...................................................................8
  4.4       Record Date.................................................................9
  4.5       Replacement of Certificates.................................................9

ARTICLE 5 - Miscellaneous Provisions....................................................9
  5.1       Fiscal Year.................................................................9
  5.2       Seal........................................................................9
  5.3       Voting of Securities........................................................9
  5.4       Corporate Records..........................................................10
  5.5       Evidence of Authority......................................................10
  5.6       Articles of Organization...................................................10
  5.7       Severability...............................................................10
  5.8       Pronouns...................................................................10

ARTICLE 6 - Amendments.................................................................10


                                      -ii-


                                     BY-LAWS

                                       OF

                 CASELLA WASTE MANAGEMENT OF MASSACHUSETTS, INC.

                            ARTICLE 1 - STOCKHOLDERS

     1.1  PLACE OF MEETINGS. All meetings of stockholders shall be held within
the Commonwealth of Massachusetts unless the Articles of Organization permit the
holding of stockholders' meetings outside Massachusetts, in which event such
meetings may be held either within or without Massachusetts. Meetings of
stockholders shall be held at the principal office of the corporation unless a
different place is fixed by the Board of Directors or the President and stated
in the notice of the meeting.

     1.2  ANNUAL MEETING. The annual meeting of stockholders shall be held
within six months after the end of each fiscal year of the corporation on a date
to be fixed by the Board of Directors or the President (which date shall not be
a legal holiday in the place where the meeting is to be held) at the time and
place to be fixed by the Board of Directors or the President and stated in the
notice of the meeting. The purposes for which the annual meeting is to be held,
in addition to those prescribed by law, by the Articles of Organization or by
these By-Laws, may be specified by the Board of Directors or the President. If
no annual meeting is held in accordance with the foregoing provisions, a special
meeting may be held in lieu of the annual meeting, and any action taken at that
special meeting shall have the same effect as if it had been taken at the annual
meeting, and in such case all references in these By-Laws to the annual meeting
of stockholders shall be deemed to refer to such special meeting.

     1.3  SPECIAL MEETINGS. Special meetings of stockholders may be called by
the President or by the Board of Directors. In addition, upon written
application of one or more stockholders who are entitled to vote and who hold at
least the Required Percentage (as defined below) of the capital stock entitled
to vote at the meeting, special meetings shall be called by the Clerk, or in
case of the death, absence, incapacity or refusal of the Clerk, by any other
officer.

     For purposes of this Section 1.3, the "Required Percentage" shall be (i)
10% at any time at which the corporation shall not have a class of voting stock
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and (ii) 80% or such lesser percentage as shall constitute the maximum
percentage permitted by law for this purpose at any time at which the
corporation shall have a class of voting stock registered under the Exchange
Act.

     1.4  NOTICE OF MEETINGS. A written notice of each meeting of stockholders,
stating the place, date and hour thereof, and the purposes for which the meeting
is to be held, shall be given by the Clerk, Assistant Clerk or other person
calling the meeting at least seven days before the meeting to each stockholder
entitled to vote at the meeting and to each stockholder who by law, by the
Articles of Organization or by these By-Laws is entitled to such notice, by
leaving such



notice with him or at his residence or usual place of business, or by mailing it
postage prepaid and addressed to him at his address as it appears in the records
of the corporation. Whenever any notice is required to be given to a stockholder
by law, by the Articles of Organization or by these By-Laws, no such notice need
be given if a written waiver of notice, executed before or after the meeting by
the stockholder or his authorized attorney, is filed with the records of the
meeting.

     1.5  QUORUM. Unless the Articles of Organization otherwise provide, the
holders of a majority of the number of shares of the stock issued, outstanding
and entitled to vote on any matter shall constitute a quorum with respect to
that matter, except that if two or more classes of stock are outstanding and
entitled to vote as separate classes, then in the case of each such class a
quorum shall consist of the holders of a majority of the number of shares of the
stock of that class issued, outstanding and entitled to vote. Shares owned
directly or indirectly by the corporation shall not be counted in determining
the total number of shares outstanding for this purpose.

     1.6  ADJOURNMENTS. Except as provided in Section 1.3 hereof, any meeting of
stockholders may be adjourned to any other time and to any other place at which
a meeting of stockholders may be held under these By-Laws by the stockholders
present or represented at the meeting, although less than a quorum, or by any
officer entitled to preside or to act as clerk of such meeting, if no
stockholder is present. It shall not be necessary to notify any stockholder of
any adjournment. Any business which could have been transacted at any meeting of
the stockholders as originally called may be transacted at any adjournment of
the meeting.

     1.7  VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
by the Articles of Organization. Stockholders may vote either in person or by
written proxy dated not more than six months before the meeting named in the
proxy. Proxies shall be filed with the clerk of the meeting, or of any adjourned
meeting, before being voted. Except as otherwise limited by their terms, a proxy
shall entitle the persons named in the proxy to vote at any adjournment of such
meeting, but shall not be valid after final adjournment of such meeting. A proxy
with respect to stock held in the name of two or more persons shall be valid if
executed by any one of them, unless at or prior to exercise of the proxy the
corporation receives a specific written notice to the contrary from any one of
them. A proxy purported to be executed by or on behalf of a stockholder shall be
deemed valid unless challenged at or prior to its exercise.

     1.8  ACTION AT MEETING. When a quorum is present at any meeting, the
holders of shares of stock representing a majority of the votes cast on a matter
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of shares of stock of
that class representing a majority of the votes cast on a matter), shall decide
any matter to be voted on by the stockholders, except when a different vote is
required by law, the Articles of Organization or these By-Laws. When a quorum is
present at any meeting, any election by stockholders shall be determined by a
plurality of the votes cast on the election. No ballot shall be required for
such election unless requested by a stockholder present or represented at the
meeting and entitled to vote in the election. The corporation shall not directly
or indirectly vote any share of its own stock.

                                       -2-


     1.9  ACTION WITHOUT MEETING. Any action required or permitted to be taken
at any meeting of the stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action in writing and
the written consents are filed with the records of the meetings of stockholders.
Each such consent shall be treated for all purposes as a vote at a meeting.

                              ARTICLE 2 - DIRECTORS

     2.1  POWERS. The business of the corporation shall be managed by a Board of
Directors, who may exercise all the powers of the corporation except as
otherwise provided by law, by the Articles of Organization or by these By-Laws.
In the event of a vacancy in the Board of Directors, the remaining Directors,
except as otherwise provided by law, may exercise the powers of the full Board
until the vacancy is filled.

     2.2  NUMBER, ELECTION AND QUALIFICATION. The number of Directors which
shall constitute the whole Board of Directors shall be determined by vote of the
stockholders or the Board of Directors, but shall consist of not less than three
Directors (except that whenever there shall be only two stockholders the number
of Directors shall be not less than two and whenever there shall be only one
stockholder or prior to the issuance of any stock, there shall be at least one
Director). The number of Directors may be decreased at any time and from time to
time either by the stockholders or by a majority of the Directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more Directors. The
Directors shall be elected at the annual meeting of stockholders by such
stockholders as have the right to vote on such election. No Director need be a
stockholder of the corporation.

     2.3  ENLARGEMENT OF THE BOARD. The number of Directors may be increased at
any time and from time to time by the stockholders or by a majority of the
Directors then in office.

     2.4  TENURE. Each Director shall hold office until the next annual meeting
of stockholders and until his successor is elected and qualified, or until his
earlier death, resignation or removal.

     2.5  VACANCIES. Unless and until filled by the stockholders, any vacancy in
the Board of Directors, however occurring, including a vacancy resulting from an
enlargement of the Board, may be filled by vote of a majority of the Directors
present at any meeting of Directors at which a quorum is present. Each such
successor shall hold office for the unexpired term of his predecessor and until
his successor is chosen and qualified or until his earlier death, resignation or
removal.

     2.6  RESIGNATION. Any Director may resign by delivering his written
resignation to the corporation at its principal office or to the President or
Clerk. Such resignation shall be effective upon receipt unless it is specified
to be effective at some other time or upon the happening of some other event.

                                       -3-


     2.7  REMOVAL. A Director may be removed from office with or without cause
by vote of the holders of a majority of the shares entitled to vote in the
election of Directors. However, the Directors elected by the holders of a
particular class or series of stock may be removed from office with or without
cause only by vote of the holders of a majority of the outstanding shares of
such class or series. In addition, a Director may be removed from office for
cause by vote of a majority of the Directors then in office. A Director may be
removed for cause only after reasonable notice and opportunity to be heard
before the body proposing to remove him.

     2.8  REGULAR MEETINGS. Regular meetings of the Directors may be held
without call or notice at such places, within or without Massachusetts, and at
such times as the Directors may from time to time determine, provided that any
Director who is absent when such determination is made shall be given notice of
the determination. A regular meeting of the Directors may be held without a call
or notice immediately after and at the same place as the annual meeting of
stockholders.

     2.9  SPECIAL MEETINGS. Special meetings of the Directors may be held at any
time and place, within or without Massachusetts, designated in a call by the
Chairman of the Board, President, Treasurer, two or more Directors or by one
Director in the event that there is only a single Director in office.

     2.10 MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors or members of any
committee designated by the Directors may participate in a meeting of the
Directors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting.

     2.11 NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of the
Directors shall be given to each Director by the Secretary or Clerk or by the
officer or one of the Directors calling the meeting. Notice shall be duly given
to each Director (i) by notice given to such Director in person or by telephone
at least 48 hours in advance of the meeting, (ii) by sending a telegram or
telex, or by delivering written notice by hand, to his last known business or
home address at least 48 hours in advance of the meeting, or (iii) by mailing
written notice to his last known business or home address at least 72 hours in
advance of the meeting. Notice need not be given to any Director if a written
waiver of notice, executed by him before or after the meeting, is filed with the
records of the meeting, or to any Director who attends the meeting without
protesting prior to the meeting or at its commencement the lack of notice to
him. A notice or waiver of notice of a Directors' meeting need not specify the
purposes of the meeting. If notice is given in person or by telephone, an
affidavit of the Secretary, Clerk, officer or Director who gives such notice
that the notice has been duly given shall, in the absence of fraud, be
conclusive evidence that such notice was duly given.

     2.12 QUORUM. At any meeting of the Board of Directors, a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time without further notice.

                                       -4-


     2.13 ACTION AT MEETING. At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, by the Articles
of Organization or by these By-Laws.

     2.14 ACTION BY CONSENT. Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting if all the
Directors consent to the action in writing and the written consents are filed
with the records of the Directors' meetings. Each such consent shall be treated
for all purposes as a vote at a meeting.

     2.15 COMMITTEES. The Board of Directors may, by vote of a majority of the
Directors then in office, elect from their number an executive committee or
other committees and may by like vote delegate to committees so elected some or
all of their powers to the extent permitted by law. Except as the Board of
Directors may otherwise determine, any such committee may make rules for the
conduct of its business, but unless otherwise provided by the Directors or in
such rules, its business shall be conducted as nearly as possible in the same
manner as is provided by these By-Laws for the Directors. The Board of Directors
shall have the power at any time to fill vacancies in any such committee, to
change its membership or to discharge the committee.

     2.16 COMPENSATION OF DIRECTORS. Directors may be paid such compensation for
their services and such reimbursement for expenses of attendance at meetings as
the Board of Directors may from time to time determine. No such payment shall
preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor.

                              ARTICLE 3 - OFFICERS

     3.1  ENUMERATION. The officers of the corporation shall consist of a
President, a Treasurer, a Clerk and such other officers with such other titles
as the Board of Directors may determine, including, but not limited to, a
Chairman of the Board, a Vice Chairman of the Board, a Secretary and one or more
Vice Presidents, Assistant Treasurers, Assistant Clerks and Assistant
Secretaries.

     3.2  ELECTION. The President, Treasurer and Clerk shall be elected annually
by the Board of Directors at their first meeting following the annual meeting of
stockholders. Other officers may be chosen or appointed by the Board of
Directors at such meeting or at any other meeting.

     3.3  QUALIFICATION. Neither the President nor any other officer need be a
director or stockholder. Any two or more offices may be held by the same person.
The Clerk shall be a resident of Massachusetts unless the corporation has a
resident agent appointed for the purpose of service of process. Any officer may
be required by the Directors to give bond for the faithful performance of his
duties to the corporation in such amount and with such sureties as the Directors
may determine. The premiums for such bonds may be paid by the corporation.

     3.4  TENURE. Except as otherwise provided by law, by the Articles of
Organization or by these By-Laws, the President, Treasurer and Clerk shall hold
office until the first meeting of the Directors following the next annual
meeting of stockholders and until their respective

                                       -5-


successors are chosen and qualified; and all other officers shall hold office
until the first meeting of the Directors following the annual meeting of
stockholders, unless a different term is specified in the vote choosing or
appointing them, or until his earlier death, resignation or removal.

     3.5  RESIGNATION AND REMOVAL. Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
President, Clerk or Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of Directors then in office. An officer may be
removed for cause only after reasonable notice and opportunity to be heard by
the Board of Directors prior to action thereon.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or the year or
otherwise, unless such compensation is expressly provided in a duly authorized
written agreement with the corporation.

     3.6  VACANCIES. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Clerk. Each such successor shall hold office for the unexpired term of his
predecessor and until his successor is chosen and qualified, or until he sooner
dies, resigns or is removed.

     3.7  CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD. The Board of
Directors may appoint a Chairman of the Board and may designate him as Chief
Executive Officer. If the Board of Directors appoints a Chairman of the Board,
he shall perform such duties and possess such powers as are assigned to him by
the Board of Directors. If the Board of Directors appoints a Vice-Chairman of
the Board, he shall, in the absence or disability of the Chairman of the Board,
perform the duties and exercise the powers of the Chairman of the Board and
shall perform such other duties and possess such other powers as may from time
to time be vested in him by the Board of Directors.

     3.8  PRESIDENT. The President shall, subject to the direction of the Board
of Directors, have general charge and supervision of the business of the
corporation. Unless otherwise provided by the Board of Directors, he shall
preside at all meetings of the stockholders and, if he is a Director, at all
meetings of the Board of Directors. Unless the Board of Directors has designated
the Chairman of the Board or another officer as Chief Executive Officer, the
President shall be the Chief Executive Officer of the corporation. The President
shall perform such other duties and shall possess such other powers as the Board
of Directors may from time to time prescribe.

     3.9  VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the President may from time to
time prescribe. In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall

                                       -6-


perform the duties of the President and when so performing shall have all the
powers of and be subject to all the restrictions upon the President. The Board
of Directors may assign to any Vice President the title of Executive Vice
President, Senior Vice President or any other title selected by the Board of
Directors.

     3.10 TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned to him by
the Board of Directors or the President. In addition, the Treasurer shall
perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-Laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the President or the Treasurer may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.

     3.11 CLERK AND ASSISTANT CLERKS. The Clerk shall perform such duties and
shall possess such powers as the Board of Directors or the President may from
time to time prescribe. In addition, the Clerk shall perform such duties and
have such powers as are incident to the office of the clerk, including without
limitation the duty and power to give notices of all meetings of stockholders
and special meetings of the Board of Directors, to attend all meetings of
stockholders and the Board of Directors and keep a record of the proceedings, to
maintain a stock ledger and prepare lists of stockholders and their addresses as
required, to be custodian of corporate records and the corporate seal and to
affix and attest to the same on documents.

     Any Assistant Clerk shall perform such duties and possess such powers as
the Board of Directors, the President or the Clerk may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Clerk, the Assistant Clerk (or if there shall be more than one, the Assistant
Clerks in the order determined by the Board of Directors) shall perform the
duties and exercise the powers of the Clerk.

     In the absence of the Clerk or any Assistant Clerk at any meeting of
stockholders or Directors, the person presiding at meeting shall designate a
temporary clerk to keep a record of the meeting.

     3.12 SECRETARY AND ASSISTANT SECRETARIES. If a Secretary is appointed, he
shall attend all meetings of the Board of Directors and shall keep a record of
the meetings of the Directors. He shall, when required, notify the Directors of
their meetings, and shall possess such other powers and shall perform such other
duties as the Board of Directors or the President may from time to time
prescribe.

                                       -7-


     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the President or the Secretary may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

     3.13 SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                            ARTICLE 4 - CAPITAL STOCK

     4.1  ISSUE OF CAPITAL STOCK. Unless otherwise voted by the stockholders,
the whole or any part of any unissued balance of the authorized capital stock of
the corporation or the whole or any part of the capital stock of the corporation
held in its treasury may be issued or disposed of by vote of the Board of
Directors, in such manner, for such consideration and on such terms as the
Directors may determine.

     4.2  CERTIFICATE OF STOCK. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may be
prescribed from time to time by the Directors. The certificate shall be signed
by the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, but when a certificate is countersigned by a transfer agent or a
registrar, other than a Director, officer or employee of the corporation, such
signature may be a facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the time of its
issue.

     Every certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Articles of Organization, the By-Laws, applicable
securities laws or any agreement to which the corporation is a party, shall have
conspicuously noted on the face or back of the certificate either the full text
of the restriction or a statement of the existence of such restrictions and a
statement that the corporation will furnish a copy of the restrictions to the
holder of such certificate upon written request and without charge. Every
certificate issued when the corporation is authorized to issue more than one
class or series of stock shall set forth on its face or back either the full
text of the preferences, voting powers, qualifications and special and relative
rights of the shares of each class and series authorized to be issued or a
statement of the existence of such preferences, powers, qualifications and
rights and a statement that the corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.

     4.3  TRANSFERS. Subject to the restrictions, if any, stated or noted on the
stock certificates, shares of stock may be transferred on the books of the
corporation by the surrender to the corporation or its transfer agent of the
certificate representing such shares properly endorsed or accompanied by a
written assignment or power of attorney properly executed, and with such proof
of authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Articles of

                                       -8-


Organization or by these By-Laws, the corporation shall be entitled to treat the
record holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
thereto, regardless of any transfer, pledge or other disposition of such stock
until the shares have been transferred on the books of the corporation in
accordance with the requirements of these By-Laws.

     It shall be the duty of each stockholder to notify the corporation of his
post office address and of his taxpayer identification number.

     4.4  RECORD DATE. The Board of Directors may fix in advance a time not more
than 60 days preceding the date of any meeting of stockholders or the date for
the payment of any dividend or the making of any distribution to stockholders or
the last day on which the consent or dissent of stockholders may be effectively
expressed for any purpose, as the record date for determining the stockholders
having the right to notice of and to vote at such meeting, and any adjournment,
or the right to receive such dividend or distribution or the right to give such
consent or dissent. In such case only stockholders of record on such record date
shall have such right, notwithstanding any transfer of stock, on the books of
the corporation after the record date. Without fixing such record date the
Directors may for any of such purposes close the transfer books for all or any
part of such period.

     If no record date is fixed and the transfer books are not closed, the
record date for determining the stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
before the day on which notice is given, and the record date for determining the
stockholders for any other purpose shall be at the close of business on
the day on which the Board of Directors acts with respect to such purpose.

     4.5  REPLACEMENT OF CERTIFICATES. In case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate certificate
may be issued in place of the lost, destroyed or mutilated certificate, upon
such terms as the Directors may prescribe, including the presentation of
reasonable evidence of such loss, destruction or mutilation and the giving of
such indemnity as the Directors may require for the protection of the
corporation or any transfer agent or registrar.

                      ARTICLE 5 - MISCELLANEOUS PROVISIONS

     5.1  FISCAL YEAR. Except as otherwise set forth in the Articles of
Organization or as otherwise determined from time to time by the Board of
Directors, the fiscal year of the corporation shall in each year end on
April 30.

     5.2  SEAL. The seal of the corporation shall, subject to alteration by the
Directors, bear its name, the word "Massachusetts" and the year of its
incorporation.

     5.3  VOTING OF SECURITIES. Except as the Board of Directors may otherwise
designate, the President or Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at,

                                       -9-


any meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this corporation.

     5.4  CORPORATE RECORDS. The original, or attested copies, of the Articles
of Organization, By-Laws and records of all meetings of the incorporators and
stockholders, and the stock records, which shall contain the names of all
stockholders and the record address and the amount of stock held by each, shall
be kept in Massachusetts at the principal office of the corporation, or at an
office of its transfer agent or of the Clerk. These copies and records need not
all be kept in the same office. They shall be available at all reasonable times
for the inspection of any stockholder for any proper purpose, but not to secure
a list of stockholders for the purpose of selling the list or copies of the list
or of using the list for a purpose other than in the interest of the applicant,
as a stockholder, relative to the affairs of the corporation.

     5.5  EVIDENCE OF AUTHORITY. A certificate by the Clerk or Secretary, or an
Assistant Clerk or Assistant Secretary, or a temporary Clerk or temporary
Secretary, as to any action taken by the stockholders, Directors, any committee
or any officer or representative of the corporation shall as to all persons who
rely on the certificate in good faith be conclusive evidence of such action.

     5.6  ARTICLES OF ORGANIZATION. All references in these By-Laws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the corporation, as amended and in effect from time to time.

     5.7  SEVERABILITY. Any determination that any provision of these By-Laws is
for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws.

     5.8  PRONOUNS. All pronouns used in these By-Laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

                             ARTICLE 6 - AMENDMENTS

     These By-Laws may be amended by vote of the holders of a majority of the
shares of each class of the capital stock at the time outstanding and entitled
to vote at any annual or special meeting of stockholders, if notice of the
substance of the proposed amendment is stated in the notice of such meeting. If
authorized by the Articles of Organization, the Directors, by a majority of
their number then in office, may also make, amend or repeal these By-Laws, in
whole or in part, except with respect to (a) the provisions of these By-Laws
governing (i) the removal of Directors and (ii) the amendment of these By-Laws
and (b) any provision of these By-Laws which by law, the Articles of
Organization or these By-Laws requires action by the stockholders.

     Not later than the time of giving notice of the meeting of stockholders
next following the making, amending or repealing by the Directors of any By-Law,
notice stating the substance of such change shall be given to all stockholders
entitled to vote on amending the By-Laws.

                                      -10-


     Any By-Law adopted by the Directors may be amended or repealed by the
stockholders entitled to vote on amending the By-Laws.

                                      -11-



                                                                    Exhibit 3.23

                                                                    960715000070


                          CERTIFICATE OF INCORPORATION
                                       OF
                       CASELLA WASTE SYSTEMS OF N.Y., INC.

                Under Section 402 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

The name of the corporation is:   Casella Waste Systems of N.Y., Inc.

The purposes for which this corporation is formed are as follows:

     To engage in any lawful act or activity for which corporations may be
organized and operate under the Business Corporation Law of New York. It is not
formed to engage in any act or activities requiring consent or approval of
another state agency, board or department.

     The aggregate number of shares which the corporation shall be authorized to
issue is 200 shares non par value.

The office of the corporation is to be located in the County of Clinton, State
of New York.

The designated agent of the corporation upon whom the process against may be
served is Ronald H. Sinzheimer, Esq., P.C.  The post office address to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is:

     Ronald H. Sinzheimer, Esq., P.C.
     Office and P.O. Address
     23 Elk Street
     Albany, New York 12207

The undersigned incorporator is over the age of eighteen years.

     IN WITNESS WHEREOF, this certificate has been subscribed on July 9, 1996,
by the undersigned who affirms that statements made herein are true under the
penalties of perjury.

                                            Casella Waste Systems of N.Y., Inc.

                                            By: /s/ Ronald H. Sinzheimer
                                                ------------------------------
                                                Ronald H. Sinzheimer, Esq.

                                                Ronald H. Sinzheimer, Esq., P.C.
                                                23 Elk Street
                                                Albany NY 12207



                                      1


                                                                    960715000070

                          CERTIFICATE OF INCORPORATION
                                       OF
                       CASELLA WASTE SYSTEMS OF N.Y., INC.

                Under Section 402 of the Business Corporation Law






===============================================================================

                          CERTIFICATE OF INCORPORATION

===============================================================================

                                    Filed by:

                                    RONALD H. SINZHEIMER, ESQ., P.C.
                                    Office and P.O. Address
                                    23 Elk Street
                                    Albany, NY 12207

                                    (518) 434-4439

                                                             STATE OF NEW YORK
                                                            DEPARTMENT OF STATE

                                                            FILED JUL 15 1996
                                                                 --------------
                                                            TAX $ 10
                                                               ----------------
                                                            BY: /s/ [ILLEGIBLE]
                                                               ----------------
                                                                    Clinton



                                      2


STATE OF NEW YORK     }
                          SS:
DEPARTMENT OF STATE   }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

                                                   /s/ [ILLEGIBLE]

                                               SPECIAL DEPUTY SECRETARY OF STATE

[SEAL]



                                                                    960731000100

         CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF
                       CASELLA WASTE SYSTEMS OF N.Y., INC.

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

IT IS HEREBY CERTIFIED THAT:

     (1) THE NAME OF THE CORPORATION IS CASELLA WASTE SYSTEMS OF N.Y., INC.

     (2) THE CERTIFICATE OF INCORPORATION WAS FILED BY THE DEPARTMENT OF STATE
         ON THE 15th DAY OF July 1996.

     (3) THE CERTIFICATE OF INCORPORATION OF THIS CORPORATION IS HEREBY AMENDED
         TO EFFECT THE FOLLOWING CHANGE*

     The name of the corporation shall be changed to CASELLA WASTE MANAGEMENT OF
     N.Y., INC.

     Paragraph 1 of the certificate of incorporation is amended to read as
     follows: 1. The name of the corporation is Casella Waste Management of
     N.Y., Inc.

*    SET FORTH THE SUBJECT MATTER OF EACH PROVISION OF THE CERTIFICATE OF
     INCORPORATION WHICH IS TO BE AMENDED OR ELIMINATED AND THE FULL TEXT OF
     THE PROVISION(S), IF ANY, WHICH ARE TO BE SUBSTITUTED OR ADDED. IF AN
     AMENDMENT PROVIDES FOR A CHANGE OF ISSUED SHARES, THE NUMBER AND KIND
     OF SHARES CHANGED, THE NUMBER AND KIND OF SHARES RESULTING FROM SUCH
     CHANGE AND THE TERMS OF CHANGE. IF AN AMENDMENT MAKES TWO OR MORE SUCH
     CHANGES, A LIKE STATEMENT SHALL BE INCLUDED IN RESPECT TO EACH CHANGE.


                                       1


There are no officers, directors or shareholders.

(4) THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION WAS AUTHORIZED:

*STRIKE OUT WHERE INAPPLICABLE

                                        2


                                                                    960731000100

IN WITNESS WHEREOF, THIS CERTIFICATE HAS BEEN SUBSCRIBED THIS 30th DAY OF July
1996 BY THE UNDERSIGNED WHO AFFIRM(S) THAT THE STATEMENTS MADE HEREIN ARE TRUE
UNDER THE PENALTIES OF PERJURY.

    TYPE NAME             CAPACITY IN WHICH SIGNED             SIGNATURE

Ronald H. Sinzheimer      Attorney / Incorporator       /s/ Ronald H. Sinzheimer

================================================================================

         CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF

                       CASELLA WASTE SYSTEMS OF N.Y., INC.

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

================================================================================

                                      FILED BY: Ronald H. Sinzheimer, Esq., P.C.


                                      ADDRESS: 23 Elk Street
                                               Albany, New York 12207
                                               (518) 434-4439

                                               STATE OF NEW YORK
                                               DEPARTMENT OF STATE
                                               FILED JUL 31 1996
                                               TAX $  -
                                                    ------
                                               BY:  JAG
                                                  --------
                                                  CLINTON


                                                                    960731000101

                                       3



                                                                    Exhibit 3.24

                                     BY-LAWS

                                       of

                     CASELLA WASTE MANAGEMENT OF N.Y., INC.

                               ARTICLE I - OFFICES

     The principal office of the corporation shall be in the Village of Fort
Edward County of Washington State of New York. The corporation may also have
offices at such other places within or without the State of New York as the
board may from time to time determine or the business of the corporation may
require.

                            ARTICLE II - SHAREHOLDERS

1.   PLACE OF MEETINGS.

     Meetings of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of New York as the
board shall authorize.

2.   ANNUAL MEETING.

     The annual meeting of the shareholders shall be held on the 15th day of
July at 10:00 A.M. in each year if not a legal holiday, and, if a legal holiday,
then on the next business day following at the same hour, when the shareholders
shall elect a board and transact such other business as may properly come before
the meeting.

3.   SPECIAL MEETINGS.

     Special meetings of the shareholders may be called by the board or by the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.

4.   FIXING RECORD DATE.

     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other

                                    By-Laws A



action, the board shall fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than fifty nor less
than ten days before the date of such meeting, nor more than fifty days prior to
any other action. If no record date is fixed it shall be determined in
accordance with the provisions of law.

5.   NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders, or,
if he shall have filed with the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.

6.   WAIVERS.

     Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

7.   QUORUM OF SHAREHOLDERS.

     Unless the certificate of incorporation provides otherwise, the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of any business, provided that when
a specified item of business is required to be voted on by a class or classes,
the holders of a majority of the shares of such class or classes shall
constitute a quorum for the transaction of such specified item of business.

     When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any shareholders.

     The shareholders present may adjourn the meeting despite the absence of a
quorum.

                                    By-Laws B


8.   PROXIES.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.

     Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.

9.   QUALIFICATION OF VOTERS.

     Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

10.  VOTE OF SHAREHOLDERS.

     Except as otherwise required by statute or by the certificate of
incorporation;

     (a) directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

     (b) all other corporate action shall be authorized by a majority of the
votes cast.

11.  WRITTEN CONSENT OF SHAREHOLDERS.

     Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of all
the outstanding shares entitled to vote thereon or signed by such lesser number
of holders as may be provided for in the certificate of incorporation.

                             ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS.

     Subject to any provision in the certificate of incorporation the business
of the corporation shall be managed by its board of directors, each of whom
shall be at least 18 years of age and need not be shareholders.

2.   NUMBER OF DIRECTORS.

     The number of directors shall be three
When all of the shares are owned by less than three shareholders, the number of
directors may be less than three but not less than the number of shareholders.

                                    By-Laws C



3.   ELECTION AND TERM OF DIRECTORS.

     At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall hold
office until the expiration of the term for which he is elected and until his
successor has been elected and qualified, or until his prior resignation or
removal.

4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
provided in the certificate of incorporation. Vacancies occurring by reason of
the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.

5.   REMOVAL OF DIRECTORS.

     Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the shareholders.

6.   RESIGNATION.

     A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.

7.   QUORUM OF DIRECTORS.

     Unless otherwise provided in the certificate of incorporation, a majority
of the entire board shall constitute a quorum for the transaction of business or
of any specified item of business.

8.   ACTION OF THE BOARD.

     Unless otherwise required by law, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the board. Each director present shall have one vote regardless of
the number of shares, if any, which he may hold.

                                    By-Laws D



9.   PLACE AND TIME OF BOARD MEETINGS.

     The board may hold its meetings at the office of the corporation or at such
other places, either within or without the State of New York, as it may from
time to time determine.

10.  REGULAR ANNUAL MEETING.

     A regular annual meeting of the board shall be held immediately following
the annual meeting of shareholders at the place of such annual meeting of
shareholders.

11.  NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

     (a)  Regular meetings of the board may be held without notice at such time
and place as it shall from time to time determine. Special meetings of the board
shall be held upon notice to the directors and may be called by the president
upon three days notice to each director either personally or by mail or by wire;
special meetings shall be called by the president or by the secretary in a like
manner on written request of two directors. Notice of a meeting need not be
given to any director who submits a waiver of notice whether before or after the
meeting or who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice to him.

     (b)  A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

12.  CHAIRMAN.

     At all meetings of the board the president, or in his absence, a chairman
chosen by the board shall preside.

13.  EXECUTIVE AND OTHER COMMITTEES.

     The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.

14.  COMPENSATION.

     No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance,
at each regular or special meeting of the board may be authorized.

                                    By-Laws E



Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

                              ARTICLE IV - OFFICERS

1.   OFFICES, ELECTION, TERM.

     (a)  Unless otherwise provided for in the certificate of incorporation, the
board may elect or appoint a president, one or more vice-presidents, a secretary
and a treasurer, and such other officers as it may determine, who shall have
such duties, powers and functions as hereinafter provided.

     (b)  All officers shall be elected or appointed to hold office until the
meeting of the board following the annual meeting of shareholders.

     (c)  Each officer shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified.

2.   REMOVAL, RESIGNATION, SALARY, ETC.

     (a)  Any officer elected or appointed by the board may be removed by the
board with or without cause.

     (b)  In the event of the death, resignation or removal of an officer, the
board in its discretion may elect or appoint a successor to fill the unexpired
term.

     (c)  Any two or more offices may be held by the same person, except the
offices of president and secretary. When all of the issued and outstanding stock
of the corporation is owned by one person, such person may hold all or any
combination of offices.

     (d)  The salaries of all officers shall be fixed by the board.

     (e)  The directors may require any officer to give security for the
 faithful performance of his duties.

3.   PRESIDENT.

     The president shall be the chief executive officer of the corporation; he
shall preside at all meetings of the shareholders and of the board; he shall
have the management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect.

4.   VICE-PRESIDENTS.

     During the absence or disability of the president, the vice-president, or
if there are more than one, the executive vice-president, shall have all

                                    By-Laws F



the powers and functions of the president. Each vice-president shall perform
such other duties as the board shall prescribe.

5.   SECRETARY.

     The secretary shall:

     (a)  attend all meetings of the board and of the shareholders;

     (b)  record all votes and minutes of all proceedings in a book to be kept
for that purpose;

     (c)  give or cause to be given notice of all meetings of shareholders and
of special meetings of the board;

     (d)  keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;

     (e)  when required, prepare or cause to be prepared and available at each
meeting of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of each
respective class held by each;

     (f)  keep all the documents and records of the corporation as required by
law or otherwise in a proper and safe manner.

     (g)  perform such other duties as may be prescribed by the board.

6.   ASSISTANT-SECRETARIES.

     During the absence or disability of the secretary, the assistant-
secretary, or if there are more than one, the one so designated by the secretary
or by the board, shall have all the powers and functions of the secretary.

7.   TREASURER.

     The treasurer shall:

     (a)  have the custody of the corporate funds and securities;

     (b)  keep full and accurate accounts of receipts and disbursements in the
corporate books;

     (c)  deposit all money and other valuables in the name and to the credit of
the corporation in such depositories as may be designated by the board;

     (d)  disburse the funds of the corporation as may be ordered or authorized
by the board and preserve proper vouchers for such disbursements;

     (e)  render to the president and board at the regular meetings of the
board, or whenever they require it, an account of all his transactions as

                                    By-Laws G



treasurer and of the financial condition of the corporation;

     (f)  render a full financial report at the annual meeting of the share
holders if so requested;

     (g)  be furnished by all corporate officers and agents at his request, with
such reports and statements as he may require as to all financial transactions
of the corporation;

     (h)  perform such other duties as are given to him by these by-laws or as
from time to time are assigned to him by the board or the president.

8.   ASSISTANT-TREASURER.

     During the absence or disability of the treasurer, the assistant-treasurer,
or if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the treasurer.

9.   SURETIES AND BONDS.

     In case the board shall so require, any officer or agent of the corporation
shall execute to the corporation a bond in such sum and with such surety or
sureties as the board may direct, conditioned upon the faithful performance of
his duties to the corporation and including responsibility for negligence and
for the accounting for all property, funds or securities of the corporation
which may come into his hands.

                       ARTICLE V - CERTIFICATES FOR SHARES

1.   CERTIFICATES.

     The shares of the corporation shall be represented by certificates. They
shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the president or a vice-president and the treasurer or the
secretary and shall bear the corporate seal.

2.   LOST OR DESTROYED CERTIFICATES.

     The board may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation,
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall

                                    By-Laws H



require and/or give the corporation a bond in such sum and with such surety or
sureties as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost or destroyed.

3.   TRANSFERS OF SHARES.

     (a)  Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.

     (b)  The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of New York.

4.   CLOSING TRANSFER BOOKS.

     The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to the provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the corporation may be
declared in such amounts and at such time or times as the board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the corporation available for dividends such sum or sums as the board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other

                                    By-Laws I



purpose as the board shall think conducive to the interests of the corporation,
and the board may modify or abolish any such reserve.

                          ARTICLE VII - CORPORATE SEAL

     The seal of the corporation shall be circular in form and bear the name of
the corporation, the year of its organization and the words "Corporate Seal,
New York." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.

                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

     All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.

                            ARTICLE IX - FISCAL YEAR

     The fiscal year shall begin the first day of January in each year.

             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these by-laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                           ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

     (a)  Except as otherwise provided in the certificate of incorporation the
by-laws may be amended, repealed or adopted by vote of the holders of the shares
at the time entitled to vote in the election of any directors. By-laws may also
be amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon as hereinabove
provided.

     (b)  If any by-law regulating an impending election of directors is
adopted, amended or repealed by the board, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors the
by-law so adopted, amended or repealed, together with a concise statement of the
changes made.

                                    By-Laws J



                                                                    Exhibit 3.25

                          COMMONWEALTH OF PENNSYLVANIA

                               DEPARTMENT OF STATE

                                  MAY 17, 2002

                TO ALL WHOM THESE PRESENTS SHALL COME, GREETING:


                 CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.

     I, C Michael Weaver, acting Secretary of the Commonwealth of Pennsylvania
do hereby certify that the foregoing and annexed is a true and correct photocopy
of Articles of Incorporation and all Amendments which appear of record in this
department

     IN TESTIMONY WHEREOF, I have hereunto set my hand and caused the Seal of
the Secretary's Office to be affixed, the day and year above written.

[SEAL]

                                                /s/ C. Michael Weaver
                                                -----------------------------
                                         ACTING Secretary of the Commonwealth
                                                                         TCHI



Microfilm Number ______________                Filed with the Department of

Entity Number 2734222                          State on JAN 17 1997

COMMONWEALTH OF PENNSYLVANIA                   /s/ [ILLEGIBLE]
   DEPARTMENT OF STATE                         --------------------------------
    CORPORATION BUREAU                         Secretary of the Commonwealth

                            ARTICLES OF INCORPORATION
                                       OF
                 CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.

     In compliance with the requirements of Section 1306 of the Business
Corporation Law of 1988, Act of December 21, 1988 (P.L. 1444, No. 177), as
amended (15 Pa.C.S. Section 1306), the undersigned, desiring to incorporate a
domestic business corporation, hereby state(s) that:

     1.   CORPORATE NAME. The name of the Corporation is Casella Waste
Management of Pennsylvania, Inc.

     2.   REGISTERED OFFICE. The address of the Corporation's initial registered
office in this Commonwealth is 435 Sixth Avenue, Pittsburgh, Allegheny County,
Pennsylvania 15219.

     3.   BUSINESS CORPORATION LAW OF 1988. The Corporation is incorporated
under the provisions of the Business Corporation Law of 1988.

     4.   STOCK. The aggregate number of shares which the Corporation shall have
authority to issue is 1,000,000 shares of Common Stock, no par value.

     5.   PERSONAL LIABILITY OF DIRECTORS AND OFFICERS. (a) LIMITATION ON
LIABILITY OF DIRECTORS. To the fullest extent that the laws of the Commonwealth
of Pennsylvania, as now in effect or as hereafter amended, permit elimination or
limitation of the liability of directors, no director of the Corporation shall
be personally liable for monetary damages as such for any action taken, or any
failure to take any action, as a director.

     (b)  OFFICERS: STANDARD OF CARE AND PERSONAL LIABILITY. An officer of the
Corporation shall perform his duties as an officer in good faith, and in a
manner he reasonably believes to be in the best interests of the Corporation, so
long as his performance does not constitute self-dealing, willful misconduct or
recklessness. A person who so performs his duties shall not be liable by reason
of having been an officer of the Corporation. The provisions of this paragraph
(b) shall not apply to (i) the responsibility or liability of an officer
pursuant to any criminal statute or (ii) the liability of an officer for the
payment of taxes pursuant to Federal, State or local law.

     (c)  NATURE AND EXTENT OF RIGHTS. The provisions of this Article 5 shall be
deemed to be a contract with each director and officer of the Corporation who
serves as such at any time while this Article 5 is in effect, and each director
and officer shall be deemed to be so serving in reliance on the provisions of
this Article 5. Any amendment or repeal of this Article 5 or adoption of any
bylaw or

[SEAL]



[SEAL]

4.   (STRIKE OUT IF A LIMITED PARTNERSHIP): Such change was authorized by the
Board of Directors of the corporation.

     IN TESTIMONY WHEREOF, the undersigned corporation or limited partnership
has caused the statement to be signed by a duly authorized officer thereof this
7 day of May 2001.

                                   Casella Waste Management of Pennsylvania Inc.
                                      (Name of Corporation/Limited Partnership)

                                   BY:  /s/ [ILLEGIBLE]
                                       -----------------------------------
                                                   (Signature)

                                TITLE: Vice President Treasurer



provision of the Articles of Incorporation of the Corporation which has the
effect of increasing director or officer liability shall operate prospectively
only and shall not have any effect with respect to any action taken, or any
failure to act, by a director or officer prior thereto.

     6.   INCORPORATOR. The name and address of the incorporator are as follows:
Carol A. Soltes 435 Sixth Avenue, Pittsburgh, Pennsylvania 15219.

     7.   AMENDMENT OF ARTICLES. The Corporation reserves the right to amend
these Articles of Incorporation to the extent and in the manner now or hereafter
permitted by statute, and all rights conferred on shareholders herein or by
statute are subject to amendment pursuant to the law in effect at the time of
the amendment.

     IN TESTIMONY WHEREOF, the incorporator has signed these Articles of
Incorporation this 17th day of January, 1997.

                                                        /s/ Carol A. Soltes
                                                        ------------------------
                                                        Carol A. Soltes

                                       -2-



                                                                    Exhibit 3.26

                                     BY-LAWS

                                       OF

                 CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.

                          (a Pennsylvania corporation)


                            Adopted January 17, 1997



                                INDEX TO BY-LAWS



SECTION                                                                   PAGE
- -------                                                                   ----
                                                                        
                                    ARTICLE I
                                  SHAREHOLDERS

1.01    Annual Meetings...............................................      1
1.02    Special Meetings..............................................      1
1.03    Organization..................................................      2
1.04    Unanimous Consent of Shareholders in Lieu of Meeting..........      2

                                   ARTICLE II
                                    DIRECTORS

2.01    Number, Election and Term of Office...........................      2
2.02    Regular Meetings; Notice......................................      2
2.03    Annual Meeting of the Board...................................      3
2.04    Special Meetings; Notice......................................      3
2.05    Organization..................................................      3
2.06    Presumption of Assent.........................................      4
2.07    Catastrophe...................................................      4
2.08    Resignations..................................................      4
2.09    Committees....................................................      4
2.10    Vacancies.....................................................      5
2.11    Personal Liability of Directors...............................      6
2.12    Indemnification of, and Advancement of Expenses to,
          Directors, Officers and Others..............................      6

                                   ARTICLE III
                             OFFICERS AND EMPLOYEES

3.01    Executive Officers............................................      9
3.02    Additional Officers; Other Agents and Employees...............     10
3.03    The Chairman..................................................     10
3.04    The President.................................................     10
3.05    The Vice Presidents...........................................     10
3.06    The Secretary and Assistant Secretaries.......................     11
3.07    The Treasurer and Assistant Treasurers........................     11
3.08    Vacancies.....................................................     12
3.09    Delegation of Duties..........................................     12

                                   ARTICLE IV
                             SHARES OF CAPITAL STOCK

4.01    Share Certificates ...........................................     13
4.02    Transfer of Shares............................................     13
4.03    Lost, Stolen, Destroyed or Mutilated Certificates.............     13
4.04    Regulations Relating to Shares................................     13
4.05    Holders of Record.............................................     14


                                       -i-


                                                                        
                                    ARTICLE V
               MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS

5.01    Execution of Notes, Checks, Contracts and Other Instruments...     14
5.02    Voting Securities Owned by Corporation........................     14

                                   ARTICLE VI
                               GENERAL PROVISIONS

6.01    Offices.......................................................     15
6.02    Corporate Seal................................................     15
6.03    Fiscal Year...................................................     15

                                   ARTICLE VII
                                   AMENDMENTS

7.01    Amendments....................................................     15



                                      -ii-


                 CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.

                                     BY-LAWS

                                    ARTICLE I

                                  SHAREHOLDERS

     SECTION 1.01. ANNUAL MEETINGS. Annual meetings of the shareholders shall be
held at 10:00 A.M., on the 15th day of July in each year if not a legal holiday,
and if a legal holiday, then on the next succeeding day which is not a legal
holiday, at the principal business office of the Corporation, or at such other
date, time and place as may be fixed by the Board of Directors. Written notice
of the annual meeting shall be given at least five days prior to the meeting to
each shareholder of record entitled to vote thereat, except as otherwise
required by law. Any business may be transacted at the annual meeting regardless
of whether the notice calling such meeting contains a reference thereto, except
as otherwise required by law.

     SECTION 1.02. SPECIAL MEETINGS. Special meetings of the shareholders may be
called at any time, for the purpose or purposes set forth in the call, by the
President, the Board of Directors or the holders of at least one-fifth of all
the shares entitled to vote thereat, by delivering a written request to the
Secretary. Special meetings shall be held at the principal business office of
the Corporation, or at such other place as may be fixed by the Board of
Directors. The Secretary shall thereupon fix the time and date of such special
meeting, which shall be held not more than sixty days after the receipt of such
request, and shall give due notice thereof. Written notice of each special
meeting shall be given at least five days prior to the meeting to each
shareholder entitled to vote thereat, except as otherwise required by law. Such
notice shall specify the general nature of the business to be transacted at such
special meeting, and no other business may be transacted at such special
meeting.



     SECTION 1.03. ORGANIZATION. The Chairman of the Board, if one has been
elected and is present, or if not, the President, or in his absence the Vice
President having the greatest seniority, shall preside, and the Secretary, or in
his absence any Assistant Secretary, shall take the minutes, at all meetings of
the shareholders.

     SECTION 1.04. UNANIMOUS CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Any
action required or permitted to be taken at a meeting of the shareholders or of
a class of shareholders may be taken without a meeting if, prior or subsequent
to the action, a consent or consents thereto by all of the shareholders who
would be entitled to vote at a meeting for such purpose shall be filed with the
Secretary of the Corporation.

                                   ARTICLE II

                                    DIRECTORS

     SECTION 2.01. NUMBER, ELECTION AND TERM OF OFFICE. The number of Directors
which shall constitute the full Board of Directors shall be fixed from time to
time by the Board of Directors. A full Board of Directors shall be elected at
each annual meeting of the shareholders. Each Director shall hold office from
the time of his election, but shall be responsible as a Director from such time
only if he consents to his election; otherwise from the time he accepts office
or attends his first meeting of the Board. Each Director shall serve until the
next annual meeting of the shareholders, and thereafter until his successor is
duly elected, or until his earlier death, resignation or removal.

     SECTION 2.02. REGULAR MEETINGS; NOTICE. Regular meetings of the Board of
Directors shall be held at such time and place as shall be designated by the
Board of Directors from time to time. Notice of such regular meetings shall not
be required, except as otherwise expressly required herein or by law, and except
that whenever the time or place of regular meetings shall be initially fixed and
then

                                       -2-


changed, notice of such action shall be given promptly by telephone or otherwise
to each Director not participating in such action. Any business may be
transacted at any regular meeting.

     SECTION 2.03. ANNUAL MEETING OF THE BOARD. A regular meeting of the Board
of Directors shall be held immediately after and at the same place as the annual
meeting of the shareholders. Such regular meeting shall be the annual
organization meeting at which the Board shall organize itself and elect the
executive officers of the Corporation for the ensuing year and may transact any
other business.

     SECTION 2.04. SPECIAL MEETINGS; NOTICE. Special meetings of the Board of
Directors may be called at any time by the Board itself, or by the Chairman or
the President, or by at least one-fourth of the Directors, to be held at such
place and day and hour as shall be specified by the person or persons calling
the meeting. Notice of every special meeting of the Board of Directors shall be
given by the Secretary to each Director at least two days before the meeting.
Any business may be transacted at any special meeting regardless of whether the
notice calling such meeting contains a reference thereto, except as otherwise
required by law.

     SECTION 2.05. ORGANIZATION. At all meetings of the Board of Directors, the
presence of at least a majority of the Directors in office shall be necessary
and sufficient to constitute a quorum for the transaction of business. If a
quorum is not present at any meeting, the meeting may be adjourned from time to
time by a majority of the Directors present until a quorum as aforesaid shall be
present, but notice of the time and place to which such meeting is adjourned
shall be given to any Directors not present either in writing or given
personally or by telephone at least eight hours prior to the hour of
reconvening. Resolutions of the Board shall be adopted, and any action of the
Board upon any matter shall be valid and effective, with the affirmative vote of
a majority of the Directors present at a meeting duly convened and at which a
quorum is present. The Chairman of the Board, if one has been elected and is
present, or if not, the President, if he is a Director and is present, or if
not, a Director designated

                                       -3-


by the Board, shall preside at each meeting of the Board. The Secretary, or in
his absence any Assistant Secretary, shall take the minutes at all meetings of
the Board of Directors. In the absence of the Secretary and an Assistant
Secretary, the presiding officer shall designate any person to take the minutes
of the meeting.

     SECTION 2.06. PRESUMPTION OF ASSENT. Minutes of each meeting of the Board
shall be made available to each Director at or before the next succeeding
meeting. Each Director shall be presumed to have assented to such minutes unless
his objection thereto shall be made to the Secretary at or within two days after
such succeeding meeting.

     SECTION 2.07. CATASTROPHE. Notwithstanding any other provisions of the
Pennsylvania Business Corporation Law of 1988 (the "BCL"), the Articles or these
By-Laws; if any emergency resulting from warlike damage or an attack on the
United States or any nuclear or atomic disaster, or any other national or local
disaster, causes a majority of the Board to be incapable of acting as such
because of death or other physical disability or difficulties of communication
or transportation, the other Director or Directors shall constitute a quorum for
the sole purpose of electing Directors to replace the Directors so incapable of
acting. The Directors so elected shall serve until such replaced Directors are
able to attend meetings of the Board or until the shareholders act to elect
Directors for such purpose. Questions as to the existence of such an emergency
or disaster or as to the fact of such incapacity shall be conclusively
determined by such other Director or Directors.

     SECTION 2.08. RESIGNATIONS. Any Director may resign by submitting his
resignation to the Secretary. Such resignation shall become effective upon its
receipt by the Secretary or as otherwise specified therein.

     SECTION 2.09. COMMITTEES. By resolution adopted by a majority of the whole
Board, standing or temporary committees, which may include an Executive
Committee, consisting of at least

                                       -4-


one Director may be appointed by the Board of Directors from time to time. Each
such committee shall have and exercise such authority of the Board of Directors
in the management of the business and affairs of the Corporation as the Board
may specify from time to time, which may include declaration of dividends,
authorization of the issuance and terms of sale of stock or debt securities,
fixing the relative rights and preferences of preferred stock or other
securities issued by the Corporation and any other action which the BCL provides
shall or may be taken by the Board of Directors; PROVIDED that a committee shall
not have any power or authority as to the following: (i) the submission to
shareholders of any action requiring approval of shareholders as described in
Section 1731 of the BCL, (ii) the creation or filling of vacancies in the Board
of Directors, (iii) the adoption, amendment or repeal of the By-Laws, (iv) the
amendment or repeal of any resolution of the Board of Directors that by its
terms is amendable or repealable only by the Board of Directors, and (v) action
on any matters committed by these By-Laws or resolution of the Board of
Directors to another committee of the Board of Directors. The Board may
designate one or more Directors as alternate members of any committee to replace
any absent or disqualified member at any meeting of the committee or for the
purpose of any written action by the Committee, and in the event of such absence
or disqualification, the member or members of such committee present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another Director to act at the
meeting in the place of any such absent or disqualified member. Any action taken
by any committee shall be subject to alteration or revocation by the Board of
Directors; provided, however, that third parties shall not be prejudiced by such
alteration or revocation.

     SECTION 2.10. VACANCIES. Any vacancy that shall occur in the Board of
Directors by reason of death, resignation, removal, increase in the number of
Directors or any other cause whatever shall be filled by a majority of the then
members of the Board, whether or not a quorum, or by a sole remaining Director,
and each person so elected shall serve for the balance of the unexpired term.

                                       -5-


     SECTION 2.11. PERSONAL LIABILITY OF DIRECTORS.

     (a) ELIMINATION OF LIABILITY. To the fullest extent that the laws of the
Commonwealth of Pennsylvania, as now in effect or as hereafter amended, permit
elimination or limitation of the liability of directors, no Director of the
Corporation shall be personally liable for monetary damages as such for any
action taken, or any failure to take any action, as a Director.

     (b) NATURE AND EXTENT OF RIGHTS. The provisions of this Section shall be
deemed to be a contract with each Director of the Corporation who serves as such
at any time while this Section is in effect and each such Director shall be
deemed to be so serving in reliance on the provisions of this Section. Any
amendment or repeal of this Section or adoption of any By-Law or provision of
the Articles of the Corporation which has the effect of increasing director
liability shall operate prospectively only and shall not have any effect with
respect to any action taken, or any failure to act, by a Director prior thereto.

     SECTION 2.12. INDEMNIFICATION OF, AND ADVANCEMENT OF EXPENSES TO,
DIRECTORS, OFFICERS AND OTHERS.

     (a) RIGHT TO INDEMNIFICATION. Except as prohibited by law, every director
and officer of the Corporation shall be entitled as of right to be indemnified
by the Corporation against expenses and any liabilities paid or incurred by such
person in connection with any actual or threatened claim, action, suit or
proceeding, civil, criminal, administrative, investigative or other, whether
brought by or in the right of the Corporation or otherwise, in which he or she
may be involved in any manner, as a party, witness or otherwise, or is
threatened to be made so involved, by reason of such person being or having been
a director or officer of the Corporation or of a subsidiary of the Corporation
or by reason of the fact that such person is or was serving at the request of
the Corporation as a director, officer, employee, fiduciary or other
representative of another company, partnership, joint venture, trust, employee
benefit plan or other entity (such claim, action, suit or proceeding hereinafter
being referred to as an "Action"); provided, that no such right of
indemnification shall exist with respect to an Action

                                       -6-


initiated by an indemnitee (as hereinafter defined) against the Corporation (an
"Indemnitee Action") except as provided in the last sentence of this Paragraph
(a). Persons who are not directors or officers of the Corporation may be
similarly indemnified in respect of service to the Corporation or to another
such entity at the request of the Corporation to the extent the Board of
Directors at any time denominates any of such persons as entitled to the
benefits of this Section. As used in this Section, "indemnitee" shall include
each director and officer of the Corporation and each other person denominated
by the Board of Directors as entitled to the benefits of this Section,
"expenses" shall mean all expenses actually and reasonably incurred, including
fees and expenses of counsel selected by an indemnitee, and "liabilities" shall
mean amounts of judgments, excise taxes, fines, penalties and amounts paid in
settlement. An indemnitee shall be entitled to be indemnified pursuant to this
Paragraph (a) for expenses incurred in connection with any Indemnitee Action
only (i) if the Indemnitee Action is instituted under Section (c) of this
Section and the indemnitee is successful in whole or in part in such Action,
(ii) if the indemnitee is successful in whole or in part in another Indemnitee
Action for which expenses are claimed of (iii) if the indemnification for
expenses is included in a settlement of, or is awarded by a court in, such other
Indemnitee Action.

     (b) RIGHT TO ADVANCEMENT OF EXPENSES. Every indemnitee shall be entitled as
of right to have his or her expenses in defending any Action, or in initiating
and pursuing any Indemnitee Action for indemnity or advancement of expenses
under Paragraph (c) of this Section, paid in advance by the Corporation prior to
final disposition of such Action or Indemnitee Action, provided that the
Corporation receives a written undertaking by or on behalf of the indemnitee to
repay the amount advanced if it should ultimately be determined that the
indemnitee is not entitled to be indemnified for such expenses.

     (c) RIGHT OF INDEMNITEE TO INITIATE ACTION. If a written claim under
Paragraph (a) or Paragraph (b) of this Section is not paid in full by the
Corporation within thirty days after such claim has been received by the
Corporation, the indemnitee may at any time thereafter initiate an Indemnitee

                                       -7-


Action to recover the unpaid amount of the claim and, if successful in whole or
in part, the indemnitee shall also be entitled to be paid the expense of
prosecuting such Indemnitee Action. The only defense to an Indemnitee Action to
recover on a claim for indemnification under Paragraph (a) of this Section shall
be that the indemnitee's conduct was such that under Pennsylvania law the
Corporation is prohibited from indemnifying the indemnitee for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its board of directors,
independent legal counsel and its shareholders) to have made a determination
prior to the commencement of such Indemnitee Action that indemnification of the
indemnitee is proper in the circumstances, nor an actual determination by the
Corporation (including its board of directors, independent legal counsel or its
shareholders) that the indemnitee's conduct was such that indemnification is
prohibited by Pennsylvania law, shall be a defense to such Indemnitee Action or
create a presumption that the indemnitee's conduct was such that indemnification
is prohibited by Pennsylvania law. The only defense to an Indemnitee Action to
recover on a claim for advancement of expenses under Paragraph (b) of this
Section shall be the indemnitee's failure to provide the undertaking required by
Paragraph (b) of this Section.

     (d) INSURANCE AND FUNDING. The Corporation may purchase and maintain
insurance to protect itself and any person eligible to be indemnified hereunder
against any liability or expense asserted or incurred by such person in
connection with any Action, whether or not the Corporation would have the power
to indemnify such person against such liability or expense by law or under the
provisions of this Section. The Corporation may create a trust fund, grant a
security interest, cause a letter of credit to be issued or use other means
(whether or not similar to the foregoing) to ensure the payment of such sums as
may become necessary to effect indemnification as provided herein.

     (e) NON-EXCLUSIVITY; NATURE AND EXTENT OF RIGHTS. The rights to
indemnification and advancement of expenses provided for in this Section shall
(i) not be deemed exclusive of any other rights, whether now existing or
hereafter created, to which any indemnitee may be entitled under any

                                       -8-


agreement or by-law, charter provision, vote of shareholders or directors or
otherwise, (ii) be deemed to create contractual rights in favor of each
indemnitee who serves the Corporation at any time while this Section is in
effect (and each such indemnitee shall be deemed to be so serving in reliance on
the provisions of this Section), and (iii) continue as to each indemnitee who
has ceased to have the status pursuant to which he or she was entitled or was
denominated as entitled to indemnification under this Section and shall inure to
the benefit of the heirs and legal representatives of each indemnitee. Any
amendment or repeal of this Section or adoption of any By-Law or provision of
the Articles of the Corporation which has the effect of limiting in any way the
rights to indemnification or advancement of expenses provided for in this
Section shall operate prospectively only and shall not affect any action taken,
or failure to act, by an indemnitee prior to the adoption of such amendment,
repeal, By-Law or other provision.

     (f) PARTIAL INDEMNITY. If an indemnitee is entitled under any provision of
this Section to indemnification by the Corporation for some or a portion of the
expenses or liabilities paid or incurred by the indemnitee in the preparation,
investigation, defense, appeal or settlement of any Action or Indemnitee Action
but not, however, for the total amount thereof, the Corporation shall indemnify
the indemnitee for the portion of such expenses or liabilities to which the
indemnitee is entitled.

                                   ARTICLE III

                             OFFICERS AND EMPLOYEES

     SECTION 3.01. EXECUTIVE OFFICERS. The Executive Officers of the Corporation
shall be the President, the Secretary and the Treasurer, and may include a
Chairman of the Board and one or more Vice Presidents as the Board may from time
to time determine, all of whom shall be elected by the Board of Directors. Any
number of offices may be held by the same person. Each Executive Officer shall
hold office at the pleasure of the Board of Directors, or until his death or
resignation.

                                       -9-


     SECTION 3.02. ADDITIONAL OFFICERS; OTHER AGENTS AND EMPLOYEES. The Board of
Directors may from time to time appoint or employ such additional officers,
assistant officers, agents, employees and independent contractors as the Board
deems advisable; the Board or the President shall prescribe their duties,
conditions of employment and compensation; and the Board shall have the right to
dismiss them at any time, without prejudice to their contract rights, if any.
The President may employ from time to time such other agents, employees and
independent contractors as he may deem advisable for the prompt and orderly
transaction of the business of the Corporation, and he may prescribe their
duties and the conditions of their employment, fix their compensation and
dismiss them at any time, without prejudice to their contract rights, if any.

     SECTION 3.03. THE CHAIRMAN. If there shall be a Chairman of the Board, he
shall be elected from among the Directors, shall preside at all meetings of the
shareholders and of the Board as provided herein, and shall have such other
powers and duties as from time to time may be prescribed by the Board.

     SECTION 3.04. THE PRESIDENT. The President shall be the chief executive
officer of the Corporation. Subject to the control of the Board of Directors,
the President shall have general supervision of and general management and
executive powers over all the property, operations, business, affairs and
employees of the Corporation, and shall see that the policies and programs
adopted or approved by the Board are carried out. The President shall exercise
such further powers and duties as from time to time may be prescribed in these
By-Laws or by the Board of Directors.

     SECTION 3.05. THE VICE PRESIDENTS. The Vice Presidents may be given by
resolution of the Board general executive powers, subject to the control of the
President, concerning one or more or all segments of the operations of the
Corporation. The Vice Presidents shall exercise such further powers and duties
as from time to time may be prescribed in these By-Laws or by the Board of

                                      -10-


Directors or the President. At the request of the President, or in his absence
or disability, the senior Vice President shall exercise the powers and duties of
the President.

     SECTION 3.06. THE SECRETARY AND ASSISTANT SECRETARIES. It shall be the duty
of the Secretary (a) to keep an original or duplicate record of the proceedings
of the shareholders and the Board of Directors, and a copy of the Articles and
of the By-Laws; (b) to give such notices as may be required by law or these
By-Laws; (c) to be custodian of the corporate records and of the seal of the
Corporation and see that the seal is affixed to such documents as may be
necessary or advisable; (d) to have charge of and keep, or cause to be kept by a
transfer agent or registrar, the stock books of the Corporation and such records
as to the identity of the shareholders, and as to the shares issued to and held
of record by them, as may be required by law; and (c) to exercise all powers and
duties incident to the office of Secretary; and such further powers and duties
as from time to time may be prescribed in these By-Laws or by the Board of
Directors or the President. The Secretary by virtue of his office shall be an
Assistant Treasurer. Each officer of the Corporation by virtue of his office
shall be an Assistant Secretary. The Assistant Secretaries shall assist the
Secretary in the performance of his duties and shall also exercise such further
powers and duties as from time to time may be prescribed by the Board of
Directors, the President or the Secretary. At the direction of the Secretary or
in his absence or disability, an Assistant Secretary shall exercise the powers
and duties of the Secretary.

     SECTION 3.07. THE TREASURER AND ASSISTANT TREASURERS. It shall be the duty
of the Treasurer (a) to keep the Corporation's contracts, insurance policies,
leases, deeds and other business records; (b) to see that the Corporation's
lists, books, reports, statements, tax returns, certificates and other documents
and records required by law are properly prepared, kept and filed; (c) to be the
principal officer in charge of tax and financial matters, budgeting and
accounting of the Corporation; (d) to have charge and custody of and be
responsible for the Corporation's funds, securities and investments; (e) to
receive and give receipts for checks, notes, obligations, funds and securities
of the Corporation, and deposit monies and other valuable effects in the name
and to the credit of the

                                      -11-


Corporation, in such depositories as shall be designated by the Board of
Directors; (f) subject to the provisions of Section 5.01 hereof, to cause the
funds of the Corporation to be disbursed by payment in cash or by checks or
drafts upon the authorized depositories of the Corporation, and to cause to be
taken and preserved proper vouchers for such disbursements; (g) to render to the
President and the Board of Directors whenever they may require it an account of
all his transactions as Treasurer, and reports as to the financial position and
operations of the Corporation; (h) to keep appropriate, complete and accurate
books and records of account of all the Corporation's business and transactions;
and (i) to exercise all powers and duties incident to the office of Treasurer;
and such further duties from time to time as may be prescribed in these By-Laws
or by the Board of Directors or the President. The Assistant Treasurers shall
assist the Treasurer in the performance of his duties and shall also exercise
such further powers and duties as from time to time may be prescribed by the
Board of Directors, the President or the Treasurer. At the direction of the
Treasurer or in his absence or disability, an Assistant Treasurer shall exercise
the powers and duties of the Treasurer.

     SECTION 3.08. VACANCIES. Any vacancy in any office or position by reason of
death, resignation, removal, disqualification, disability or other cause shall
be filled in the manner provided in this Article III for regular election or
appointment to such office.

     SECTION 3.09. DELEGATION OF DUTIES. The Board of Directors may in its
discretion delegate for the time being the powers and duties, or any of them, of
any officer to any other person whom it may select.

                                      -12-


                                   ARTICLE IV

                             SHARES OF CAPITAL STOCK

     SECTION 4.01. SHARE CERTIFICATES. Every holder of fully-paid stock of the
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board of Directors may from time to time prescribe, and signed (in
facsimile or otherwise, as permitted by law) by the President or a Vice
President and the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer, which shall represent the number and class of shares of
stock owned by such holder. The Board may authorize the issuance of certificates
for fractional shares or, in lieu thereof, scrip or other evidence of ownership,
which may (or may not) as determined by the Board entitle the holder thereof to
voting, dividends or other rights of shareholders.

     SECTION 4.02. TRANSFER OF SHARES. Transfers of shares of stock of the
Corporation shall be made on the books of the Corporation only upon surrender to
the Corporation of the certificate or certificates for such shares properly
endorsed, by the shareholder or by his assignee, agent or legal representative,
who shall furnish proper evidence of assignment, authority or legal succession,
or by the agent of one of the foregoing thereunto duly authorized by an
instrument duly executed and filed with the Corporation, in accordance with
regular commercial practice.

     SECTION 4.03. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. New
certificates for shares of stock may be issued to replace certificates lost,
stolen, destroyed or mutilated upon such conditions as the Board of Directors
may from time to time determine.

     SECTION 4.04. REGULATIONS RELATING TO SHARES. The Board of Directors shall
have power and authority to make all such rules and regulations not inconsistent
with these By-Laws as it may deem expedient concerning the issue, transfer and
registration of certificates representing shares of the Corporation.

                                      -13-


     SECTION 4.05. HOLDERS OF RECORD. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock of the Corporation as the
holder and owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by law.

                                    ARTICLE V

               MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS

     SECTION 5.01. EXECUTION OF NOTES, CHECKS, CONTRACTS AND OTHER INSTRUMENTS.
All notes, bonds, drafts, acceptances, checks, endorsements (other than for
deposit), guarantees and all evidences of indebtedness of the Corporation
whatsoever, and all deeds, mortgages, contracts and other instruments requiring
execution by the Corporation, may be signed by the President, any Vice President
or the Treasurer, and authority to sign any of the foregoing, which may be
general or confined to specific instances, may be conferred by the Board of
Directors upon any other person or persons. Any person having authority to sign
on behalf of the Corporation may delegate, from time to time, by instrument in
writing, all or any part of such authority to any other person or persons if
authorized to do so by the Board of Directors, which authority may be general or
confined to specific instances. Facsimile signatures on checks may be used if
authorized by the Board of Directors.

     SECTION 5.02. VOTING SECURITIES OWNED BY CORPORATION. Securities owned by
the Corporation and having voting power in any other corporation shall be voted
by the President or any Vice President, unless the Board confers authority to
vote with respect thereto, which may be general or confined to specific
investments, upon some other person. Any person authorized to vote such
securities shall have the power to appoint proxies, with general power of
substitution.

                                      -14-


                                   ARTICLE VI

                               GENERAL PROVISIONS

     SECTION 6.01. OFFICES. The Corporation may have offices at such places
within or without the Commonwealth of Pennsylvania as the business of the
Corporation may require.

     SECTION 6.02. CORPORATE SEAL. The Board of Directors shall prescribe the
form of a suitable corporate seal, which shall contain the full name of the
Corporation and the year and state of incorporation.

     SECTION 6.03. FISCAL YEAR. The fiscal year of the Corporation shall end on
such day as shall be fixed by the Board of Directors.

                                   ARTICLE VII

                                   AMENDMENTS

     SECTION 7.01. AMENDMENTS. These By-Laws may be amended, altered or
repealed, and new by-laws may be adopted, by the shareholders (or, to the extent
permitted by law, the Board of Directors) at any regular or special meeting. No
provision of these By-Laws shall vest in any person any property right or
(except as provided in Sections 2.11(b) and 2.12(e)) any contract right.

                                      -15-



                                                                    Exhibit 3.27

[LOGO]

                                STATE OF VERMONT

                          OFFICE OF SECRETARY OF STATE


  I, DEBORAH L. MARKOWITZ, SECRETARY OF STATE OF THE STATE OF VERMONT, DO HEREBY
CERTIFY THAT THE ATTACHED IS A TRUE COPY OF


                               CORPORATE DOCUMENTS


                                       FOR


                         CASELLA WASTE MANAGEMENT, INC.


                                                JUNE 7, 2002

                                                GIVEN UNDER MY HAND AND THE SEAL
                                                OF THE STATE OF VERMONT, AT
                                                MONTPELIER, THE STATE CAPITAL

                                                /s/ Deborah L. Markowitz


                                                DEBORAH L. MARKOWITZ
                                                SECRETARY OF STATE

[SEAL]



                                    No. 26301

                             ARTICLES OF ASSOCIATION

                                     OF THE

                         Casella's Refuse Removal, Inc.


                                  $60 - 18298


                                STATE OF VERMONT

                           Secretary of State's Office

                                Filed May 3, 1979

                                 /s/ [ILLEGIBLE]
                            ------------------------
                                Secretary of State



                             ARTICLES OF ASSOCIATION

The name of the corporation shall be Casella's Refuse Removal, Inc.

The initial registered agent shall be Harry R. Ryan, III, Esq.

with registered office at P.O. Box 310, Rutland, VT 05701

The operating year shall be?          Fiscal May 1-April 30
                            (Dec. 31)        (Month -- day)

The period of duration shall be (if perpetual so state) perpetual

This corporation is organized for the purpose of operating a refuse removal
business and any business associated therewith or necessary thereto as well as
carrying on any business or effecting any object not repugnant to the laws of
the State of Vermont or any other State wherein said Casella's Refuse Removal,
Inc., does business.

Here set out purposes clearly and briefly, being separate paragraphs to cover
each separate purpose.



The aggregate number of shares the corporation shall have authority to issue is

72 shares, common, with a par value of (If no par value, so state) $1,000.00

If preferred shares are provided for, state here briefly the terms of
preferences. If shares are to be divided into classes or series, state here
the designations, preferences, limitations, and relative rights of each class or
series.


The initial board of directors shall have 2 members (must be at least 3) with
the following serving as directors until their successors be elected and
qualify:

     Name                                     Post Office Address

John W. Casella         P.O. Box 310,        Rutland, Vermont 05701
Douglas R. Casella      P.O. Box 310,        Rutland, Vermont 05701

Having named less that three directors I hereby state that the above-named
directors are the only shareholders in the corporation.

Dated at Rutland, in the County of Rutland this 1st day of May, 1979.

     Incorporators                            Post Office Address

/s/ Douglas R. Casella               P.O. Box 310, Rutland, Vermont 05701
- ---------------------------
Douglas R. Casella

/s/ John W. Casella                  P.O. Box 310, Rutland, Vermont 05701
- ---------------------------
John W. Casella

Names must be PRINTED OR TYPED under all signatures, No.101 Acts of 1965.



                                                                       Fee
                                                                See Reverse Side

[LOGO]

                                STATE OF VERMONT

                          OFFICE OF SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

                                       of

                         CASELLA'S REFUSE REMOVAL, INC.

a corporation organized and existing under the laws of the State of Vermont with
its registered office at Rutland, Vermont called a meeting of the shareholders
on the 23rd day of May to amend its Articles of Association as follows:

(If additional space is needed, use the reverse side)

    To change the name of the corporation to CASELLA WASTE MANAGEMENT, INC.

At the time of the meeting there were 500 shares outstanding and 500 entitled to
vote (if the shares of any class are entitled to vote as a class, designate
below the class and number of outstanding shares).


The number of shares voting for and against the amendment were (if the shares of
any class are entitled to vote as a class, designate below the class and number
of outstanding shares)

                  500 voted for
                    0 voted against

Date: June 27, 1985                                  /s/ Douglas R. Casella
                                                     ---------------------------
                                                     President or Vice President

                                                     /s/ John W. Casella
                                                     ---------------------------
                                                     Secretary
7-23-85                                                              JUL 11 1985



                                                                    Exhibit 3.28

                                     BY-LAWS

                                       OF

                         CASELLA WASTE MANAGEMENT, INC.

                                    ARTICLE I

                                     OFFICES

     Section 1.1 BUSINESS OFFICE. The principal office of the corporation shall
be located at any place either within or outside the State of Vermont as
designated in the company's most current Annual Report filed with the Vermont
Secretary of State. The corporation may have such other offices, either within
or without the State of Vermont as the board of directors may designate or as
the business of the corporation may require from time to time. The corporation
shall maintain at its principal office a copy of certain records, as specified
in Section 2.14 of Article II.

     Section 1.2 REGISTERED OFFICE. The registered office of the corporation,
required by Section 5.01 of the Vermont Business Corporation Act (the "Act") of
shall be located within the State of Vermont and may be, but need not be,
identical with the principal office (if located within the State of Vermont).
The address of the registered office may be changed from time to time.

                                   ARTICLE II

                                  SHAREHOLDERS

     Section 2.1 ANNUAL SHAREHOLDER MEETING. The annual meeting of the
shareholders shall be held within ninety (90) days of the



close of the corporation's fiscal year at a time and date as shall be fixed by
the board of directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of Vermont
such meeting shall be held on the next succeeding business day.

     If the election of directors shall not be held on the day designated herein
for any annual meeting of the shareholders, or at any subsequent continuation
after adjournment thereof, the board of directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as convenient.

     Section 2.2 SPECIAL SHAREHOLDER MEETINGS. Special meetings of the
shareholders, for any purpose or purposes, described in the meeting notice, may
be called by the president, or by the board of directors, and shall be called by
the president at the request of the holders of not less than one-tenth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.

     Section 2.3 PLACE OF SHAREHOLDER MEETING. The board of directors may
designate any place, either within or without the State of Vermont as the place
of meeting for any annual or any special meeting of the shareholders, unless by
written consents, which may be in the form of waivers of notice or otherwise,
all shareholders entitled to vote at the meeting designate a different place,
either within or without the State of Vermont,

                                        2


as the place for the holding of such meeting. If no designation is made by
either the directors or unanimous action of the voting shareholders, the place
of meeting shall be the principal office of the corporation in the State of
Vermont.

     Section 2.4 NOTICE OF SHAREHOLDER MEETING.

          (a)  REQUIRED NOTICE. Written notice stating the place, day and hour
of any annual or special shareholder meeting shall be delivered not less than 10
nor more than 60 days before the meeting, either personally or by mail, by or at
the direction of the president, the board of directors, or other persons calling
the meeting, to each shareholder of record, entitled to vote at such meeting and
to any other shareholder entitled by the Act or the articles of incorporation to
receive notice of the meeting. Notice shall be deemed to be effective at the
earlier of: (1) when deposited in the United states mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid; (2) on the date shown on the return
receipt if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee; (3) when received; or
(4) 5 days after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address other than that shown in the corporation's
current record of shareholders.

          (b)  ADJOURNED MEETING. If any shareholder meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time,
and place, if the new date, time and

                                        3


place is announced at the meeting before adjournment. But if a new record date
for the adjourned meeting is, or must be fixed, then notice must be given
pursuant to the requirements of paragraph (a) of this Section 2.4, to those
persons who are shareholders as of the new record date.

          (c)  WAIVER OF NOTICE. The shareholder may waive notice of the meeting
(or any notice required by the Act, articles of incorporation or by-laws), by a
writing signed by the shareholder entitled to the notice, which is delivered to
the corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.

               A shareholder's attendance at a meeting:

               (1)  waives objection to lack of notice or defective notice of
                    the meeting, unless the shareholder at the beginning of the
                    meeting objects to holding the meeting or transaction
                    business at the meeting;

               (2)  waives objection to consideration of a particular matter at
                    the meeting that is not within the purpose or purposes
                    described in the meeting notice, unless the shareholder
                    makes timely objection to considering the matter when it is
                    presented, or when the shareholder thereafter becomes aware
                    that the matter has been presented.

                                        4


          (d)  CONTENTS OF NOTICE. The notice of each special shareholder
meeting shall include a description of the purpose or purposes for which the
meeting is called. Except as provided in this Section 2.4(d), or as provided in
the corporation's articles, or otherwise in the Act, the notice of an annual
shareholder meeting need not include a description of the purpose or purposes
for which the meeting is called.

     If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property; (4) the dissolution of the
corporation; or (5) the removal of a director, the notice must so state and be
accompanied by respectively a copy of or summary of the: (1) articles of
amendment; (2) plan of merger or share exchange; and (3) transaction for
disposition of all the corporation's property. If the proposed corporate action
creates dissenters' rights, the notice must state that shareholders are, or may
be entitled to assert dissenters' rights, and must be accompanied by a copy of
Chapter #13 of the Act. If the corporation issues, or authorizes the issuance of
shares for promissory notes or for promises to render services in the future,
the corporation shall report in writing to all the shareholders the number of
shares authorized or issued, and the consideration received with or before the
notice of the next

                                        5


shareholder meeting. Likewise, if the corporation indemnifies or advances
expenses to a director as defined in Section 8.50(3) of the Act, this shall be
reported to all the shareholders with or before notice of the next shareholder's
meeting.

     Section 2.5 FIXING OF RECORD DATE. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of shareholders, or shareholders entitled to receive payment of any distribution
or dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors may fix in advance a date as the record
date. Such record date shall not be less than 10 nor more than 70 days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If no record date is so fixed by the board for the
determination of shareholders entitled to notice of, or to vote at a meeting of
shareholders, or shareholders entitled to receive a share dividend or
distribution, the record date for determination of such shareholders shall be at
the close of business on:

     (a)  With respect to an annual shareholder meeting or any special
          shareholder meeting called by the board or any person specifically
          authorized by the board or these by-laws to call a meeting, the date
          before the first notice is delivered to shareholders;

                                        6


     (b)  With respect to a special shareholder's meeting demanded by the
          shareholders, the date the first shareholder signs the demand;

     (c)  With respect to the payment of a share dividend, the date the board
          authorizes the share dividend;

     (d)  With respect to actions taken in writing without a meeting (pursuant
          to Article II, Section 2.12), the date the first shareholder signs a
          consent; and

     (e)  With respect to a distribution to shareholders (other than one
          involving a repurchase or reacquisition of shares), the date the board
          authorizes the distribution.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the board of directors fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

     Section 2.6 SHAREHOLDER LIST. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete record
of the shareholders entitled to vote at each meeting of shareholders thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. The list must be arranged by voting group (if such exists, see
Article II, Section 2.7) and within each voting group by class or

                                        7


series of shares. The shareholder list must be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting. The list
shall be available at the corporation's principal office or at the place
identified in the meeting notice in the location where the meeting is to be
held. A shareholder, his agent, or attorney is entitled on written demand to
inspect and, subject to the requirements of Section 2.14 of this Article II, to
copy the list during regular business hours and at his expense, during the
period it is available for inspection. The corporation shall maintain the
shareholder list in written form or in another form capable of conversion into
written form within a reasonable time.

     Section 2.7 SHAREHOLDER QUORUM AND VOTING REQUIREMENTS. If the articles of
incorporation or the Act provides for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.

     Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation, a by-law adopted pursuant to
Section 2.8 of this Article II, or the Act provide otherwise, a majority of the
votes entitled to be cast on the matter by the voting group constitutes a quorum
of that voting group for action on that matter.

     If the articles of incorporation or the Act provide for voting by two or
more voting groups on a matter, action on that

                                        8


matter is taken only when voted upon by each of those voting groups counted
separately. Action may be taken by one voting group on a matter even though no
action is taken by another voting group entitled to vote on the matter.

     Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

     If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation, a by-law adopted pursuant to Section 2.8 of this
Article II, or the Act require a greater number of affirmative votes.

     Section 2.8 INCREASING EITHER QUORUM OR VOTING REQUIREMENTS. For purposes
of this Section 2.8 a "supermajority" quorum is a requirement that more than a
majority of the votes of the voting group be present to constitute a quorum; and
a "supermajority" voting requirement is any requirement that requires the vote
of more than a majority of the affirmative votes of a voting group at a meeting.

     The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend or delete a by-law which fixes a
"supermajority" quorum or "supermajority" voting requirement.

                                        9


     The adoption or amendment of a by-law that adds, changes or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted by the same vote and voting groups required to
take action under the quorum and voting requirement then in effect or proposed
to be adopted, whichever is greater.

     A by-law that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended or repealed by the board of directors.

     Section 2.9 PROXIES. At all meetings of shareholders, a shareholder may
vote in person, or vote by proxy which is executed in writing by the shareholder
or which is executed by his duly authorized attorney-in-fact. Such proxy shall
be filed with the secretary of the corporation or other person authorized to
tabulate votes before or at the time of the meeting. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in the
proxy.

     Section 2.10 VOTING OF SHARES. Unless otherwise provided in the articles,
each outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.

     Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the corporation, shall be voted
at any meeting or counted in determining the total number of outstanding shares
at any

                                       10


given time for purposes of any meeting. Provided, however, the prior sentence
shall not limit the power of the corporation to vote any shares, including its
own shares, held by it in a fiduciary capacity.

     Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.

     Section 2.11 CORPORATION'S ACCEPTANCE OF VOTES.

          (a)  If the name signed on a vote, consent, waiver or proxy
appointment corresponds to the name of a shareholder, the corporation if acting
in good faith is entitled to accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder.

          (b)  If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the name of its shareholder, the corporation
if acting in good faith is nevertheless entitled to accept the vote, consent,
waiver or proxy appointment and give it effect as the act of the shareholder if:

               (1)  the shareholder is an entity as defined in the Act and the
                    name signed purports to be that of an officer or agent of
                    the entity;

               (2)  the name signed purports to be that of an administrator,
                    executor, guardian, or

                                       11


                    conservator representing the shareholder and, if the
                    corporation requests, evidence of fiduciary status
                    acceptable to the corporation has been presented with
                    respect to the vote, consent, waiver or proxy appointment;

               (3)  the name signed purports to be that of a receiver or trustee
                    in bankruptcy of the shareholder and, if the corporation
                    requests, evidence of this status acceptable to the
                    corporation has been presented with respect to the vote,
                    consent, waiver or proxy appointment;

               (4)  the name signed purports to be that of a pledgee, beneficial
                    owner or attorney-in-fact of the shareholder and, if the
                    corporation requests, evidence acceptable to the corporation
                    of the signatory's authority to sign for the shareholder has
                    been presented with respect to the vote, consent, waiver or
                    proxy appointment;

               (5)  two or more persons are the shareholder as co-tenants or
                    fiduciaries and the name signed purports to be the name of
                    at least one of the co-owners and the person signing appears
                    to be acting on behalf of all the co-owners.

                                       12


          (c)  The corporation is entitled to reject a vote, consent, waiver, or
proxy appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

          (d)  The corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, or proxy appointment in good, faith and in accordance
with the standards of this section are not liable in damages to the shareholder
for the consequences of the acceptance or rejection.

          (e)  Corporate action based on the acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.

     Section 2.12 INFORMAL ACTION BY SHAREHOLDERS.

          (a)  Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more consents in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof and are delivered to
the corporation for inclusion in the minute book or filed with the corporate
records. If the act to be taken requires that notice be given to non-voting
shareholders, the corporation shall give the non-voting shareholders written
notice of the proposed action at least 10 days before the action is taken, which
notice shall

                                       13


contain or be accompanied by the same material that would have been required if
a formal meeting had been called to consider the action. A consent signed under
this section has the effect of a meeting vote and may be described as such in
any document.

          (b)  Notwithstanding the provisions of Section 2.12(a) to the
contrary, if the articles of incorporation contain specific authority to do so,
any action required or permitted to be taken at a meeting of the shareholders
may be taken without a meeting if one or more consents in writing, setting forth
the action so taken, shall be signed by the holders of at least a majority of
all of the shares entitled to vote with respect to the subject matter thereof
and are delivered to the corporation for inclusion in the minute book or filed
with the corporate records. Prompt notice of any action taken by less than
unanimous written consent in lieu of a meeting shall be given to all
shareholders entitled to vote on such action.

     Section 2.13 VOTING FOR DIRECTORS. Unless otherwise provided in the
articles of incorporation, directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present.

     Section 2.14 SHAREHOLDER'S RIGHTS TO INSPECT CORPORATE RECORDS.

          (a)  MINUTES AND ACCOUNTING RECORDS. The corporation shall keep as
permanent records minutes of all meetings of its shareholders and board of
directors, a record of all actions taken by the shareholders or board of
directors without a

                                       14


meeting, and a record of all actions taken by a committee of the board of
directors in place of the board of directors on behalf of the corporation. The
corporation shall maintain appropriate accounting records.

          (b)  ABSOLUTE INSPECTION RIGHTS OF RECORDS REQUIRED AT PRINCIPAL
OFFICE. If a shareholder gives the corporation written notice of his demand at
least five business days before the date on which he wishes to inspect and copy,
that shareholder (or his agent or attorney) has the right to inspect and copy,
during regular business hours any of the following records, all of which the
corporation is required to keep at its principal office:

               (1)  its articles or restated articles of incorporation and all
                    amendments to them currently in effect;

               (2)  its by-laws or restated by-laws and all amendments to them
                    currently in effect;

               (3)  resolutions adopted by its board of directors creating one
                    or more classes or series of shares, and fixing their
                    relative rights, preferences, and limitations, if shares
                    issued pursuant to those resolutions are outstanding;

               (4)  the minutes of all shareholders' meetings, and records of
                    all action taken by shareholders without a meeting, for the
                    past three years;

                                       15


               (5)  all written communications to shareholders generally within
                    the past three yeras, including the financial statement
                    furnished for the past three years to the shareholders;

               (6)  a list of the names and business addresses of its current
                    directors and officers; and

               (7)  its most recent annual report delivered to the Secretary of
                    State.

          (c)  CONDITIONAL INSPECTION RIGHT. In addition, if a shareholder gives
the corporation a written demand made in good faith and for a proper purpose at
least five business days before the date on which he wishes to inspect and copy,
he describes with reasonable particularity his purpose and the records he
desires to inspect, and the records are directly connected with his purpose,
that shareholder of the corporation (or his agent or attorney) is entitled to
inspect and copy, during regular business hours at a reasonable location
specified by the corporation, any of the following records of the corporation:

               (1)  excerpts from minutes of any meeting of the board of
                    directors, records of any action of a committee of the board
                    of directors on behalf of the corporation, minutes of any
                    meeting of the shareholders, and records of action taken by
                    the shareholders or board of directors without a meeting, to
                    the extent not subject to inspection under paragraph (a)

                                       16


                    of this Section 2.14.

               (2)  accounting records of the corporation; and

               (3)  the record of shareholders (compiled no earlier than the
                    date of the shareholder's demand).

          (d)  COPY COSTS. The right to copy records includes, if reasonable,
the right to receive copies made by photographic, xerographic or other means.
The corporation may impose a reasonable charge, covering the costs of labor and
material, for copies of any documents provided to the shareholder. The charge
may not exceed the estimated cost of production or reproduction of the records.

          (e)  SHAREHOLDER INCLUDES BENEFICIAL OWNER. For purposes of this
Section 2.14, the term "shareholder" shall include a beneficial owner whose
shares are held in a voting trust or by a nominee on his behalf.

     Section 2.15 FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE SHAREHOLDERS.

          (a)  The corporation shall furnish its shareholders annual financial
statements, which may be consolidated or combined statements of the corporation
and one or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of changes in shareholders' equity for the year unless that
information appears elsewhere in the financial statements. If financial
statements are prepared for the

                                       17


corporation on the basis of generally accepted accounting principles, the annual
financial statements for the shareholders also must be prepared on that basis.

          (b)  If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the president or the person responsible for the
corporation's accounting records:

               (1)  stating his reasonable belief whether the statements were
                    prepared on the basis of generally accepted accounting
                    principles and, if not, describing the basis of preparation;
                    and

               (2)  describing any respects in which the statements were not
                    prepared on a basis of accounting consistent with the
                    statements prepared for the preceding year.

          (c)  A corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year. Thereafter, on
written request from a shareholder who was not mailed the statements, the
corporation shall mail him the latest financial statements.

     Section 2.16 DISSENTERS' RIGHTS. Each shareholder shall have the right to
dissent from and obtain payment for his shares when so authorized by the Act,
articles of incorporation, these by-laws, or in a resolution of the board of
directors.

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                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 3.1 GENERAL POWERS. Unless the articles of incorporation have
dispensed with or limited the authority of the board of directors by describing
who will perform some or all of the duties of a board of directors, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be managed under the direction of
the board of directors.

     Section 3.2 NUMBER, TENURE, AND QUALIFICATIONS OF DIRECTORS. The number of
directors of the corporation shall be three unless there shall be less than
three shareholders, in which event the shareholders may provide for the number
of directors to be no less than the number of shareholders. Each director shall
hold office until the next annual meeting of shareholders or until removed.
However, if his term expires, he shall continue to serve until his successor
shall have been elected and qualified or until there is a decrease in the number
of directors. Directors need not be residents of the State of Vermont or
shareholders of the corporation unless so required by the articles of
incorporation.

     Section 3.3 REGULAR MEETINGS OF THE BOARD OF DIRECTORS. A regular meeting
of the board of directors shall be held without other notice than this by-law
immediately after, and at the same place as, the annual meeting of shareholders.
The board of directors may provide, by resolution, the time and place, either

                                       19


within or without the State of Vermont for the holding of regular meetings which
shall be held without other notice than such resolution. If so permitted by
Section 3.7, any such regular meeting may be held by telephone.

     Section 3.4 SPECIAL MEETINGS OF THE BOARD. Special meetings of the board of
directors may be called by or at the request of the President or any one
director. The person or persons authorized to call special meetings of the board
of directors may fix any place, either within or without the State of Vermont,
as the place for holding any special meeting of the board of directors called by
them, or if permitted by Section 3.7, such meeting may be held by telephone.

     Section 3.5 NOTICE OF, AND WAVIER OF NOTICE FOR, SPECIAL DIRECTOR MEETINGS.
Unless the articles of incorporation provide for a longer or shorter period,
notice of any special director meeting shall be given at least two days
previously thereto either orally or in writing. If mailed, notice of any
director meeting shall be deemed to be effective at the earlier of: (1) when
received; (2) five days after deposited in the United States mail, addressed to
the director's business office, with postage thereon prepaid; or (3) the date
shown on the return receipt if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the director.
Any director may waive notice of any meeting. Except as provided in the next
sentence, the waiver must be in writing, signed by the director entitled to the
notice, and filed with the minutes or

                                       20


corporate records. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business and at the
beginning of the meeting (or promptly upon his arrival) objects to holding the
meeting or transacting business at the meeting, and does not thereafter vote for
or assent to action taken at the meeting. Unless required by the articles of
incorporation, neither the business to be transacted at, nor the purpose of, any
special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.

     Section 3.6 DIRECTOR QUORUM. If by-law Section 3.2 establishes a fixed
board size, a majority of the number of directors shall constitute a quorum for
the transaction of business at any meeting of the board of directors, unless the
articles require a greater number.

     Any amendment to this quorum requirement is subject to the provisions of
Section 3.8 of this Article III.

     Section 3.7 DIRECTORS, MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present when the vote is
taken shall be the act of the board of directors unless the articles of
incorporation require a greater percentage. Any amendment which changes the
number of directors needed to take action, is subject to the provisions of
Section 3.8 of this Article III.

                                       21


     Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.

     A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed to
have assented to the action taken unless: (1) he objects at the beginning of the
meeting (or promptly upon his arrival) to holding it or transacting business at
the meeting; or (2) his dissent or abstention from the action taken is entered
in the minutes of the meeting; or (3) he delivers written notice of his dissent
or abstention to the presiding officer of the meeting before its adjournment or
to the corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.

     Section 3.8 ESTABLISHING A "SUPERMAJORITY" QUORUM OR VOTING REQUIREMENT FOR
THE BOARD OF DIRECTORS. For purposes of this Section 3.8, a "supermajority"
quorum is a requirement that more than a majority of the directors in office
constitute a quorum, and a "supermajority" voting requirement is any requirement
that requires the vote of more than a majority of those directors present at a
meeting at which a quorum is present to be the act

                                       22


of the directors.

     A by-law that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:

          (1)  if originally adopted by the shareholders, only by the
               shareholders (unless otherwise provided by the shareholders);

          (2)  if originally adopted by the board of directors, either by the
               shareholders or by the board of directors.

     A by-law adopted or amended by the shareholders that fixes a supermajority
quorum or supermajority voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the board of directors.

     Subject to the provisions of the preceding paragraph, action by the board
of directors to adopt, amend, or repeal a by-law that changes the quorum or
voting requirement for the board of directors must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.

     Section 3.9 DIRECTOR ACTION WITHOUT A MEETING. Unless the articles of
incorporation provide otherwise, any action required or permitted to be taken by
the board of directors at a meeting may be taken without a meeting if all of the
directors take the action, each one signs a written consent describing the
action

                                       23


taken, and the consents are filed with the records of the corporation. Action
taken by consents is effective when the last director signs the consent, unless
the consent specifies a different effective date. A signed consent has the
effect of a meeting vote and may be described as such in any document.

     Section 3.10 REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors at a meeting called for that purpose if notice has been given that a
purpose of the meeting is such removal. The removal may be with or without cause
unless the articles provide that directors may only be removed with cause. If a
director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove him. If cumulative
voting is authorized, a director may not be removed if the number of votes
sufficient to elect him under cumulative voting is voted against his removal. If
cumulative voting is not authorized, a director may be removed only if the
number of votes cast to remove him exceeds the number of votes cast not to
remove him.

     Section 3.11 BOARD OF DIRECTOR VACANCIES. Unless the articles of
incorporation provide otherwise, if a vacancy occurs on the board of directors,
including a vacancy resulting from an increase in the number of directors, the
shareholders may fill the vacancy. During such time that the shareholders fail
or are unable to fill such vacancies then and until the shareholders act:

          (1)  the board of directors may fill the vacancy; or

                                       24


          (2)  if the directors remaining in office constitute fewer than a
               quorum of the board, they may fill the vacancy by the affirmative
               vote of a majority of all the directors remaining in office.

     If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders.

     A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

     The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his term
expires, he shall continue to serve until his successor is elected and qualifies
or until there is a decrease in the number of directors.

     Section 3.12 DIRECTOR COMPENSATION. Unless otherwise provided in the
articles of incorporation, by resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
board of directors, and may be paid a stated salary as a director or a fixed sum
for attendance at each meeting of the board of directors or both. No such
payment shall preclude any director from serving the corporation in any capacity
and receiving compensation therefor.

                                       25


     Section 3.13 DIRECTOR COMMITTEES.

          (a)  CREATION OF COMMITTEES. Unless the articles of incorporation
provide otherwise, the board of directors may create one or more committees and
appoint members of the board of directors to serve on them. Each committee must
have two or more members, who serve at the pleasure of the board of directors.

          (b)  SELECTION OF MEMBERS. The creation of a committee and appointment
of members to it must be approved by the greater of (1) a majority of all the
directors in office when the action is taken or (2) the number of directors
required by the articles of incorporation to take such action, (or if not
specified in the articles the numbers required by Section 3.7 of this Article
III to take action).

          (c)  REQUIRED PROCEDURES. Sections 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 of
this Article III, which govern meetings, action without meetings, notice and
waiver of notice, quorum and voting requirements of the board of directors,
apply to committees and their members.

          (d)  AUTHORITY. Unless limited by the articles of incorporation, each
committee may exercise those aspects of the authority of the board of directors
which the board of directors confers upon such committee in the resolution
creating the committee. Provided, however, a committee may not:

               (1)  authorize distributions;

                                       26


               (2)  approve or propose to shareholders action that the Act
                    requires be approved by shareholders;

               (3)  fill vacancies on the board of directors or on any of its
                    committees;

               (4)  amend the articles of incorporation pursuant to the
                    authority of directors, to do so granted by Section 10.02 of
                    the Act;

               (5)  adopt, amend, or repeal bylaws;

               (6)  approve a plan of merger not requiring shareholder approval;

               (7)  authorize or approve reacquisition of shares, except
                    according to a formula or method prescribed by the board of
                    directors; or

               (8)  authorize or approve the issuance or sale or contract for
                    sale of shares or determine the designation and relative
                    rights, preferences, and limitation of a class or series of
                    shares, except that the board of directors may authorize a
                    committee (or a senior executive officer of the corporation)
                    to do so within limits specifically prescribed by the board
                    of directors.

                                       27


                                   ARTICLE IV

                                    OFFICERS

     Section 4.1 NUMBER OF OFFICERS. The officers of the corporation shall be a
president, a secretary, and a treasurer, each of whom shall be appointed by the
board of directors. Such other officers and assistant officers as may be deemed
necessary, including any vice-presidents, may be appointed by the board of
directors. If specifically authorized by the board of directors, an officer may
appoint one or more officers or assistant officers. The same individual may
simultaneously hold more than one office in the corporation, except the offices
of president and secretary, unless the corporation is a professional
corporation.

     Section 4.2 APPOINTMENT AND TERM OF OFFICE. The officers of the corporation
shall be appointed by the board of directors for a term as determined by the
board of directors. (The designation of a specified term grants to the officer
no contract rights, and the board can remove the officer at any time prior to
the termination of such term.) If no term is specified, they shall hold office
until they resign, die, or until they are removed in the manner provided in
Section 4.3 of this Article IV.

     Section 4.3 REMOVAL OF OFFICERS. Any officer or agent may be removed by the
board of directors at any time, with or without cause. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.

                                       28


     Section 4.4 PRESIDENT. The president shall be the principal executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the board of directors. He may sign, with the secretary
or any other proper officer of the corporation thereunto authorized by the board
of directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the board of directors from time to time.

     Section 4.5 THE VICE PRESIDENTS. If appointed, in the absence of the
president or in the event of his death, inability or refusal to act, the vice
president (or in the event there be more than one vice president, the vice
presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their appointment) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. (If there
is no vice president, then the

                                       29


treasurer shall perform such duties of the president.) Any vice president may
sign, with the secretary or an assistant secretary, certificates for shares of
the corporation the issuance of which have been authorized by resolution of the
board of directors; and shall perform such other duties as from time to time may
be assigned to him by the president or by the board of directors.

     Section 4.6 THE SECRETARY. The secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of any seal of the corporation if there
is a seal of the corporation, see that it is affixed to all documents the
execution of which on behalf of the corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder; (f) sign with the
president, or a vice president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors; (g) have general charge of the stock transfer books of the
corporation; and (h) in general perform all duties incident to the office of the
secretary and such other duties as from time to time may be assigned to him by
the president or by the board of directors.

                                       30


     Section 4.7 THE TREASURER. The treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
receive and give receipts for monies due and payable to the corporation from any
source whatsoever, and deposit all such monies in the name of the corporation in
such banks, trust companies, or other depositories as shall be selected by the
board of directors; and (c) in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the board of directors. If required by the board
of directors, the treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the board of directors
shall determine.

     Section 4.8 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretaries, when authorized by the board of directors, may sign with the
president or a vice president certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the board of
directors. The assistant treasurers shall respectively, if required by the board
of directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively, or by
the president or the board of

                                       31


directors.

                                    ARTICLE V

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              AGENTS AND EMPLOYEES

     Section 5.1 INDEMNIFICATION OF DIRECTORS. Unless otherwise provided in the
articles of incorporation, the corporation shall indemnify any individual made a
party to a proceeding because he is or was a director of the corporation,
against liability incurred in the proceeding, but only if the corporation has
authorized the payment in accordance with Section 8.55(c) of the Act and a
determination has been made in accordance with the procedures set forth in
Section 8.55(b) of the Act that the director met the standards of conduct in
paragraph (a), (b) and (c) below.

          (a)  STANDARD OF CONDUCT. The individual shall demonstrate that:

               (1)  he conducted himself in good faith; and

               (2)  he reasonably believed:

                     (i) in the case of conduct in his official capacity with
                         the corporation, that his conduct was in its best
                         interests; and

                    (ii) in all other cases, that his conduct was at least not
                         opposed to its best interests;

               (3)  in the case of any proceeding, brought by a governmental
                    entity, the director had no

                                       32


                    reasonable cause to believe his conduct was unlawful and the
                    director is not finally found to have engaged in a reckless
                    or intentional unlawful act.

          (b)  NO INDEMNIFICATION PERMITTED IN CERTAIN CIRCUMSTANCES. The
corporation shall not indemnify a director under this Section 5.1 of Article V:

                (i) in connection with a proceeding by or in the right of the
                    corporation in which the director was adjudged liable to the
                    corporation; or

               (ii) in connection with any other proceeding charging improper
                    personal benefit to him, whether or not involving action in
                    his official capacity, in which he was adjudged liable on
                    the basis that personal benefit was improperly received by
                    him.

          (c)  INDEMNIFICATION IN DERIVATIVE ACTIONS LIMITED. Indemnification
permitted under this Section 5.1 of Article V in connection with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

     Section 5.2 ADVANCE EXPENSES FOR DIRECTORS. If a determination is made,
following the procedures of Section 8.55(b) of the Act that the director has met
the following requirements; and if an authorization of payment is made,

                                       33


following the procedures and standards set forth in Section 8.55(c) of the Act
then unless otherwise provided in the articles of incorporation, the corporation
shall pay for or reimburse the reasonable expenses incurred by a director who is
a party to a proceeding in advance of final disposition of the proceeding, if:

          (1)  the director furnishes the corporation a written affirmation of
               his good faith belief that he has met the standard of
               conduct described in Section 5.1 of this Article V;

          (2)  the director furnishes the corporation a written undertaking,
               executed personally or on his behalf, to repay the advance if it
               is ultimately determined that he did not meet the standard of
               conduct (which undertaking must be an unlimited general
               obligation of the director but need not be secured and may be
               accepted without reference to financial ability to make
               repayment); and

          (3)  a determination is made that the facts then known to those making
               the determination would not preclude indemnification under
               Section 5.1 of this Article V or Section 8.50 through Section
               8.58 of the Act.

     Section 5.3 INDEMNIFICATION OF OFFICERS, AGENTS AND EMPLOYEES WHO ARE NOT
DIRECTORS. Unless otherwise provided in the articles of incorporation, the board
of directors may indemnify and advance expenses to any officer, employee or
agent

                                       34


of the corporation, who is not a director of the corporation, to the same extent
as a director.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 6.1 CERTIFICATES FOR SHARES.

          (a)  CONTENT. Certificates representing shares of the corporation
shall at minimum, state on their face the name of the issuing corporation and
that it is formed under the laws of the State of Vermont; the name of the person
to whom issued; and the number and class of shares and the designation of the
series, if any, the certificate represents; and be in such form as determined by
the board of directors. Such certificates shall be signed (either manually or by
facsimile) by the president or a vice president and by the secretary or an
assistant secretary and may be sealed with a corporate seal or a facsimile
thereof. Each certificate for shares shall be consecutively numbered or
otherwise identified.

          (b)  LEGEND AS TO CLASS OR SERIES. If the corporation is authorized to
issue different classes of shares or different series within a class, the
designations, relative rights, preferences and limitations applicable to each
class and the variations in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series) must be summarized on the front or back of each certificate.
Alternatively, each

                                       35


certificate may state conspicuously on its front or back that the corporation
will furnish the shareholder this information on request in writing or without
charge.

          (c)  SHAREHOLDER LIST. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation.

          (d)  TRANSFERRING SHARES. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.

     Section 6.2 SHARES WITHOUT CERTIFICATES.

          (a)  ISSUING SHARES WITHOUT CERTIFICATES. Unless the articles of
incorporation provide otherwise, the board of directors may authorize the issue
of some or all of the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.

          (b)  INFORMATION STATEMENT REQUIRED. Within a reasonable time after
the issue or transfer of shares without certificates, the corporation shall send
the shareholder a written statement containing at minimum:

                                       36


               (1)  the name of the issuing corporation and that it is organized
                    under the law of this state;

               (2)  the name of the person to whom issued; and

               (3)  the number and class of shares and the designation of the
                    series, if any, of the issued shares.

     If the corporation is authorized to issue different classes of shares or
different series within a class, the written statement shall describe the
designations, relative rights, preferences and limitations applicable to each
class and the variation in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series).

     Section 6.3 REGISTRATION OF THE TRANSFER OF SHARES. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the owner, the person in whose name
shares stand on the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes.

                                       37


     Section 6.4 RESTRICTIONS ON TRANSFER OF SHARES PERMITTED. The board of
directors (or shareholders) may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into, or
carrying a right to subscribe for or acquire shares). A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of the
restriction.

     A restriction on the transfer or registration of transfer of shares may be
authorized:

          (1)  to maintain the corporation's status when it is dependent on the
               number or identity of its shareholders;

          (2)  to preserve exemptions under federal or state securities law;

          (3)  for any other reasonable purpose.

     A restriction on the transfer or registration of transfer of shares may:

          (1)  obligate the shareholder first to offer the corporation or other
               persons (separately, consecutively or simultaneously) an
               opportunity to acquire the restricted shares;

          (2)  obligate the corporation or other persons (separately,
               consecutively or simultaneously) to acquire the restricted
               shares;

                                       38


          (3)  require the corporation, the holders of any class of its shares,
               or another person to approve the transfer of the restricted
               shares, if the requirement is not manifestly unreasonable;

          (4)  prohibit the transfer of the restricted shares to designated
               persons or classes of persons, if the prohibition is not
               manifestly unreasonable.

     A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferree of the holder if the
restriction is authorized by this section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by Section 6.2 of this Article VI with regard to
shares issued without certificates. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.

     Section 6.5 ACQUISITION OF SHARES. The corporation may acquire its own
shares and unless otherwise provided in the articles of incorporation, the
shares so acquired constitute authorized but unissued shares.

     If the articles of incorporation prohibit the reissue of acquired shares,
the number of authorized shares is reduced by the number of shares acquired,
effective upon amendment of the articles of incorporation, which amendment shall
be adopted by the shareholders or the board of directors without shareholder

                                       39


action. The articles of amendment must be delivered to the Secretary of State
and must set forth:

          (1)  the name of the corporation;

          (2)  the reduction in the number of authorized shares, itemized by
               class and series; and

          (3)  the total number of authorized shares, itemized by class and
               series, remaining after reduction of the shares.

                                   ARTICLE VII

                                  DISTRIBUTIONS

     Section 7.1. DISTRIBUTIONS. The board of directors may authorize, and the
corporation may make, distributions (including dividends on its outstanding
shares) in the manner and upon the terms and conditions provided by law and in
the corporation's articles of incorporation.

                                  ARTICLE VIII

                                 CORPORATE SEAL

     Section 8.1 CORPORATE SEAL. The board of directors may provide a corporate
seal which may be circular in form and have inscribed thereon any designation
including the name of the corporation, Vermont as the state of incorporation,
and the words "Corporate Seal."

                                       40


                                   ARTICLE IX

                                   AMENDMENTS

     Section 9.1 AMENDMENTS. The corporation's board of directors may amend or
repeal the corporation's by-laws unless:

          (1)  the articles of incorporation or the Act reserve this power
               exclusively to the shareholders in whole or in part; or

          (2)  the shareholders in adopting, amending, or repealing a particular
               by-law provide expressly that the board of directors may not
               amend or repeal that by-law; or

          (3)  the by-law either establishes, amends or deletes a supermajority
               shareholder quorum or voting requirement (as defined in Section
               2.8 of Article II).

     Any amendment which changes the voting or quorum requirement for the board
must comply with Article III, Section 3.8., and for the shareholders, must
comply with Article II, Section 2.8.

     The corporation's shareholders may amend or repeal the corporation's
by-laws even though the by-laws may also be amended or repealed by its board of
directors.

                                       41



                                                                    Exhibit 3.29

                                 STATE OF MAINE

[LOGO]

                      DEPARTMENT OF THE SECRETARY OF STATE

     I, THE SECRETARY OF STATE OF MAINE, CERTIFY that according to the
provisions of the Constitution and Laws of the State of Maine, the Department of
the Secretary of State is the legal custodian of the Great Seal of the State of
Maine which is hereunto affixed and that the paper to which this is attached is
a true copy from the records of this Department.

[SEAL]


                    IN TESTIMONY WHEREOF, I have caused the Great Seal of the
                    State of Maine to be hereunto affixed. Given under my hand
                    at Augusta, Maine, June 17, 2002.

                                         /s/ Dan Gwadosky
                                       ----------------------
                                            DAN GWADOSKY
                                         SECRETARY OF STATE



[LOGO]

     BUSINESS CORPORATION                  File No. 19952286 D Pages 3
                                           Fee Paid $ 105.00
        STATE OF MAINE                     DCN 1951221800035 ARTI
                                           ----------FILED----------
  ARTICLES OF INCORPORATION                      05/01/1995

                                                    /s/ Gary Cooper
                                               -------------------------
    (Check box only if applicable)             Deputy Secretary of State
/ / This is a professional service
    corporation formed pursuant to 13    A TRUE COPY WHEN ATTESTED BY SIGNATURE
    MRSA Chapter 22.
                                              ---------------------------
                                               Deputy Secretary of State

Pursuant to 13-A MRSA Section 403, the undersigned, acting as incorporator(s) of
a corporation, adopt(s) the following Articles of Incorporation:

FIRST:    The name of the corporation is Data Destruction Services, Inc.
          and its principal business location in Maine is
          542 Elm Street, Biddeford, ME 04005
          ----------------------------------------------------------------------
           (physical location - street (not P.O. Box), city, state and zip code)

SECOND:   The name of its Clerk, who must be a Maine resident, and the
          registered office shall be:

                                  David L. Galgay, Jr.
          ----------------------------------------------------------------------
                                         (name)

                      One Portland Square, Portland, Maine 04101
          ----------------------------------------------------------------------
          (physical location - street (not P.O. Box), city, state and zip code)

                       P.O. Box 586, Portland, Maine 04112-0586
          ----------------------------------------------------------------------
                       (mailing address if different from above)

THIRD:    ("X" one box only)

/X/ A. 1. The number of directors constituting the initial board of directors of
          the corporation is 3 (See Section 703.1.A.)

       2. If the initial directors have been selected, the names and addresses
          of the persons who are to serve as directors until the first annual
          meeting of the shareholders or until their successors are elected and
          shall qualify are:

                    NAME                              ADDRESS

                Not applicable
          -------------------------   ------------------------------------------

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

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

       3. The board of directors /X/ is / / is not authorized to increase or
          decrease the number of directors.

       4. If the board is so authorized, the minimum number, if any, shall be 3
          directors, (See Section 703.I.A.) and the maximum number, if any,
          shall be 9 directors.

/ / B. There shall be no directors initially; the shares of the corporation will
       not be sold to more than twenty (20) persons; the business of the
       corporation will be managed by the shareholders. (See Section 701.2.) Not
       applicable.



FOURTH:   ("X" one box only)

There shall be only one class of shares (title of class) common

Par value of each share (if none, so state) .01 Number of shares authorized
100,000

There shall be two or more classes of shares. The information required by
Section 403 concerning each such class is set out in Exhibit ___ attached hereto
and made a part hereof.

                                     SUMMARY

The aggregate par value of all authorized shares (of all classes) HAVING A PAR
VALUE is $ 1,000.00

The total number of authorized shares (of all classes) WITHOUT PAR VALUE is
- - 0 - shares

FIFTH:    ("X" one box only) Meetings of the shareholders /X/ may / / may not be
          held outside of the State of Maine.

SIXTH:    ("X" if applicable) /X/ There are no preemptive rights.

SEVENTH:  Other provisions of these articles, if any, including provisions for
          the regulation of the internal affairs of the corporation, are set out
          in Exhibit A attached hereto and made a part hereof.

INCORPORATORS                                   DATED 5/1/95

/s/ Charles C. Soltan                           Street RFD #3, Box 70
- -----------------------------------------             --------------------------
            (signature)                                   (residence address)

          Charles C. Soltan                          Winthrop, Maine 04364
- -----------------------------------------       --------------------------------
         (type or print name)                      (city, state and zip code)

                                                Street
- -----------------------------------------             --------------------------
            (signature)                                   (residence address)

- -----------------------------------------       --------------------------------
         (type or print name)                      (city, state and zip code)

                                                Street
- -----------------------------------------             --------------------------
            (signature)                                   (residence address)

- -----------------------------------------       --------------------------------
         (type or print name)                      (city, state and zip code)

FOR CORPORATE INCORPORATORS*

Name of Corporate Incorporator
                               -------------------------------------------------

By                                           Street
   --------------------------------------          -----------------------------
          (signature of officer)                   (principal business location)

- -----------------------------------------       --------------------------------
   (type or print name and capacity)               (city, state and zip code)

ARTICLES ARE TO BE EXECUTED AS FOLLOWS:
If a corporation is an incorporator (Section 402), the name of the corporation
should be typed and signed on its behalf by an officer of the corporation. The
articles of incorporation must be accompanied by a certificate of an appropriate
officer of the corporation certifying that the person executing the articles on
behalf of the corporation was duly authorized to do so.

SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION #101, AUGUSTA,
                                             ME 04333-0101
                                  ATTN: CORPORATE EXAMINING SECTION
FORM NO. MBCA-6 REV. 91                   TEL. (207) 289-4195



                                                                       EXHIBIT A

                          ADDITIONAL PROVISIONS OF THE
                            ARTICLES OF INCORPORATION

The following articles shall constitute additional provisions of the Articles of
Incorporation:

     EIGHTH: Pursuant to 13-A M.R.S.A. Section 517(2), the Corporation may make
     distributions to its shareholders from capital surplus.

     NINTH: Pursuant to 13-A M.R.S.A. Section 518(2), the Corporation may
     purchase its own shares from capital surplus.

     TENTH: Pursuant to 13-A M.R.S.A. Sections 601 and 611(2), and subject to
     any additional vote required by the Articles of Incorporation or by
     statute, any amendment of the Articles of Incorporation or the Bylaws of
     the Corporation shall require the affirmative vote of at least 70% of the
     outstanding shares of voting stock of the Corporation, voting as a single
     class.

     ELEVENTH: Pursuant to 13-A M.R.S.A. Section 622, the shareholders of the
     Corporation shall have the right to elect directors by cumulative voting.

     TWELFTH: Pursuant to 13-A M.R.S.A. Section 623, the record holders of the
     outstanding voting stock shall be entitled to preemptive rights as defined
     in subsections 1 and 3 of Section 623. In addition, notwithstanding
     subsection 5(C) of Section 623, such preemptive rights shall be applicable
     to any proposed issuance to directors, officers, or employees of any class
     or series of voting stock, or any option or share right relating to any
     class or series of voting stock. Subsection 6 of Section 623 shall be
     inapplicable to the Corporation.

                                       A-1


[LOGO]

                                           Filing Fee $20.00

             DOMESTIC                      File No. 19952286 D Pages 2
       BUSINESS CORPORATION                Fee Paid $ 20.00
                                           DCN 1980161400024 CLRO
          STATE OF MAINE                   --------FILED---------
                                              01/16/1998
CHANGE OF CLERK ONLY OR CHANGE
OF CLERK AND REGISTERED OFFICE                /s/ Nancy B.Kelleher
                                           --------------------------
Data Destruction Services, Inc.             Deputy Secretary of State
- ---------------------------------
      (Name of Corporation)              A TRUE COPY WHEN ATTESTED BY SIGNATURE

                                              ---------------------------
                                               Deputy Secretary of State

Pursuant to 13-A MRSA Section 304, the undersigned corporation executes and
delivers for filing the following change(s):

FIRST:    The name and registered office of the clerk appearing on the record in
          the Secretary of State's office:

             David L. Galgay, Jr.
          ----------------------------------------------------------------------
                                        (name)

             1 Portland Square, P.O. Box 586, Portland, Maine 04112-0586
          ----------------------------------------------------------------------
                          (street, city, state and zip code)

SECOND:   The name and registered office of the successor (new) clerk, who must
          be a Maine resident:

            Bradley W. Hughes
          ----------------------------------------------------------------------
                                     (name)

            110 Main Street, Suite 1308, Saco, Maine, 04072
          ----------------------------------------------------------------------
           (physical location - street (not P.O. Box), city, state and zip code)

          ----------------------------------------------------------------------
                       (mailing address if different from above)

THIRD:    Upon a change in clerk this must be completed:

               / /  Such change was authorized by the board of directors and the
                    power to make such change is not reserved to the
                    shareholders by the articles or the bylaws.

               /X/  Such change was authorized by the shareholders.



DATED January 5th, 1998                   *By /s/ Bradley W. Hughes
                                              ----------------------------------
                                                      (signature)

   MUST BE COMPLETED FOR VOTE                Bradley W. Hughes, Clerk
       OF SHAREHOLDERS                       -----------------------------------
                                              (type or print name and capacity)
I certify that I have custody of
 the minutes showing the above            *By
  action by the shareholders.                 ----------------------------------
                                                       (signature)
     /s/ Bradley W. Hughes
- --------------------------------              ----------------------------------
 (signature of clerk, secretary                (type or print name and capacity)
      or asst. secretary)


THE FOLLOWING SHALL BE COMPLETED BY THE CLERK UNLESS THIS DOCUMENT IS
ACCOMPANIED BY FORM MBCA-18A (Section 304.2-A.).

The undersigned hereby accepts the appointment as clerk for the above named
domestic business corporation.

CLERK                                     DATED January 5th 1998

    /s/ Bradley W. Hughes                 Bradley W. Hughes
- ---------------------------------------   --------------------------------------
         (signature)                           (type or print name)

*This document MUST be signed by (1) the NEW CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

SUBMIT COMPLETED FORMS TO:  CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                             101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                          TEL. (207) 287-4195

FORM NO. MBCA-3 Rev. 9/97



                                         FILING FEE $20.00
            DOMESTIC
      BUSINESS CORPORATION               File No. 19952286 D Pages 2
                                         Fee Paid $ 20
                                         DCN 2011561500025 CLRO
         STATE OF MAINE                  --------FILED----------
                                              05/22/2001
CHANGE OF CLERK ONLY OR CHANGE
OF CLERK AND REGISTERED OFFICE                  /s/ [ILLEGIBLE]
                                           --------------------------
Data Destruction Services, Inc.             Deputy Secretary of State
- ---------------------------------
      (Name of Corporation)              A TRUE COPY WHEN ATTESTED BY SIGNATURE

                                              ---------------------------
                                               Deputy Secretary of State

Pursuant to 13-A MRSA Section 304, the undersigned corporation executes and
delivers for filing the following change(s):

FIRST:    The name and registered office of the clerk appearing on the record in
          the Secretary of State's office:

          Bradley W. Hughes c/o KTI, Inc.
          ----------------------------------------------------------------------
                                        (name)

          110 Main Street, Suite 1308, Saco, Maine 04072
          ----------------------------------------------------------------------
                          (street, city, state and zip code)

SECOND:   The name and registered office of the successor (new) clerk, who must
          be a Maine resident:

                                   Peter B. Webster
          ----------------------------------------------------------------------
                                        (name)

                       One Portland Square, Portland, Maine 04101
          ----------------------------------------------------------------------
          (physical location - street (not P.O. Box), city, state and zip code)

          ----------------------------------------------------------------------
                      (mailing address if different from above)

THIRD:    Upon a change in clerk this must be completed:

               /X/  Such change was authorized by the board of directors and the
                    power to make such change is not reserved to the
                    shareholders by the articles or the bylaws.

               / /  Such change was authorized by the shareholders.



DATED May 15, 2001                  *By /s/ Jerry S. Cifor
                                       -----------------------------------------
                                                     (signature)

   MUST BE COMPLETED FOR VOTE          Jerry S. Cifor, Vice President, Treasurer
       OF SHAREHOLDERS                 -----------------------------------------
                                           (type or print name and capacity)
I certify that I have custody of
 the minutes showing the above      *By /s/ John W. Casella
  action by the shareholders.          -----------------------------------------
                                                     (signature)

- --------------------------------       John W. Casella, Secretary
 (signature of clerk, secretary        -----------------------------------------
      or asst. secretary)                  (type or print name and capacity)


THE FOLLOWING SHALL BE COMPLETED BY THE CLERK UNLESS THIS DOCUMENT IS
ACCOMPANIED BY FORM MBCA-18A (Section 304.2-A.).

The undersigned hereby accepts the appointment as clerk for the above named
domestic business corporation.

CLERK                                     DATED May 21, 2001

    /s/ Peter B. Webster                  Peter B. Webster
- ---------------------------------------   --------------------------------------
         (signature)                           (type or print name)

*This document MUST be signed by (1) the NEW CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                            101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                       TEL. (207) 287-4195

FORM NO. MBCA-3 Rev. 9/97



                                                                    Exhibit 3.30

                         DATA DESTRUCTION SERVICES, INC.

                                     BY-LAWS

                                    ARTICLE 1

                     NAME, OFFICE, SEAL AND SECTION HEADINGS

     Section 1.     NAME. The name of this corporation is Data Destruction
Services, Inc.

     Section 2.     OFFICE. The registered office of this corporation shall be
the office of the Clerk which shall be fixed by written notice duly filed with
the appropriate office of the State of Maine. The location of the principal
office and place of business of this corporation shall be at such place as the
Board of Directors shall designate from time to time. The corporation may have
such other offices and places of business both within and without the State of
Maine as the Board of Directors may from time to time fix, or as the business of
the corporation may from time to time require. The residence of this Corporation
in the State of Maine shall be deemed for all purposes to be in the county in
which its registered office in the State of Maine is maintained.

     Section 3.     SEAL. The seal of this corporation shall be circular in form
with the name of the corporation, the word "Maine", and the year of its
incorporation so engraved on its face, provided that the Board of Directors may
adopt a wafer seal in any form in respect of any particular document or
instrument, in which case such wafer seal affixed to such documents or
instrument shall be the corporate seal of this corporation thereon for all
purposes by law.

     Section 4.     SECTION HEADINGS. The headings of Articles and Sections in
these By-Laws are for convenience only, and shall not be taken into account in
construing these By-Laws.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1.     PLACE. All meetings of shareholders for the election of
Directors shall be held at the registered office of the corporation unless the
Board of Directors shall fix some other place within or without the State of
Maine for such meetings.

     Section 2.     DATE. The Annual meeting of shareholders shall be held on
the third Monday of May in each year, if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 A.M., at which the
shareholders shall elect a Board of Directors, and transact such other business
as may be brought before the meeting. If for any reason such annual meeting is
not held on the date specified herein, the shareholders, in lieu thereof, may
elect a Board of Directors and transact such other business as may be brought
before the meeting at a special meeting called as provided by Article III or by
unanimous written consent as

                                        1


provided by Section 3 of ARTICLE IV, and by unanimous written consent shall be
valid as if transacted or held at the annual meeting.

     Section 3.     NOTICE. Unless waived in the manner prescribed by law,
written notice of the annual meeting stating the place, day and hour thereof,
but not the purposes thereof, shall be delivered in the manner prescribed by law
for annual meetings of shareholders.

                                   ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1.     PLACE AND DATE. Special meetings of shareholders for any
purpose or purposes may be held at such time and place, within or without the
State of Maine, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     Section 2.     CALL. Special meetings of the shareholders, for any purposes
or purposes may be called by the Chairman of the Board, the President, the
Clerk, the Secretary, the Executive Vice President, any Senior Vice President, a
majority of the Board of Directors or shareholders holding not less than 10% of
the shares entitled to vote at such meetings.

     Section 3.     NOTICE. Unless waived in the manner prescribed by law,
written notice of a special meeting stating the place, day and hour thereof and
the purpose or purposes for which the meeting is called, shall be delivered not
less than 3 days nor more than 50 days before the date of the meeting, either
personally or by mail, by or at the direction of the officers or persons calling
the meeting.

                                   ARTICLE IV

                           QUORUM AND VOTING OF SHARES

     Section 1.     QUORUM. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote, represented in person or by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by law. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice (except as otherwise
provided by law) other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meetings at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified. The shareholders present at a
duly called or held meeting at which a quorum was once present may continue to
do business at the meeting or at any adjournment thereof, notwithstanding the
withdrawal of enough shareholders to leave less than quorum.

     Section 2.     VOTING RIGHTS. Each outstanding share of stock, having
voting power, shall be entitled to one vote on each matter submitted to a vote
at a meeting of shareholders. A shareholder may vote either in person or by
proxy executed in the manner prescribed by law.

                                        2


     Section 3.     ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted by law to be taken at a meeting of shareholders may be taken without a
meeting if written consents, setting forth the action taken or to be taken, at
any time before or after the intended effective date of such action, are signed
by the holders of all outstanding shares entitled to vote on such action and are
filed with the Clerk of the corporation as part of the corporate records. Such
written consents may contain statements in the form of, and in any case shall
have the same effect as, unanimous vote or votes of the shareholders and may be
stated as such in any certificate or document required or permitted to be filed
with the Secretary of State of Maine, and in any certificate or document
prepared or certified by any officers of the corporation for any purpose.

                                    ARTICLE V

                                    DIRECTORS

     Section 1.     NUMBER, QUALIFICATIONS AND TERMS. The number of Directors
shall be set by the shareholders annually, at their annual meeting for the
ensuing year and shall be not less than three unless all the shares of the
corporation are owned beneficially and of record by fewer than three
shareholders in which case the number of Directors may be less than three but
not less than the number of shareholders. Directors need not be residents of the
State of Maine nor shareholders of the corporation. The directors shall be
elected at the annual meeting of the shareholders, and each Director elected
shall serve until the next succeeding annual meeting and until his successor
shall have been elected and qualified or until his earlier resignation, removal
from office, death, or incapacity. The Directors, at their option, may elect a
Director to serve at their will as Chairman of the Board of Directors and to
preside at meetings of the Directors in lieu of the President.

     Section 2.     VACANCIES, RESIGNATION AND REMOVAL. Any vacancy in the Board
of Directors, including newly created directorships created by increase in the
number of Directors, shall be filled by an election at an annual or special
meeting of the shareholders of the corporation to be held not more than thirty
days after the vacancy occurs. Any Directors elected to fill a vacancy shall be
elected for the unexpired term of his predecessor. Any Director may resign his
office by delivering a written resignation to the President or Clerk. Directors
may be removed from office without cause in the manner prescribed by law.

     Section 3.     POWERS. The Board of Directors shall manage and control the
business, property and affairs of the corporation. In the management and control
of the business, property and affairs of the corporation, the Board of Directors
is hereby vested with all of the powers and authority of the corporation itself,
so far as not inconsistent with law, the Articles of Incorporation or these
By-Laws.

     Section 4.     COMPENSATION. The Board of Directors, by the affirmative
vote of a majority of the Directors then in office, and irrespective of any
personal interest of any of its members, shall have authority to establish
reasonable compensation of all Directors for services to the corporation as
Directors, officers or otherwise.

                                        3


                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1.     ANNUAL MEETING. The first meeting of each newly elected
Board of Directors shall be held at such time and place as shall be fixed by the
shareholders at their meeting electing them, or if no such time and place are so
fixed, said first meeting shall be held at the place of and immediately
following such meeting of shareholders. In either event, no notice of such
meeting shall be necessary. Such meeting of the Directors may also convene at
such place and time as shall be fixed by the consent in writing of all the
Directors.

     Section 2.     REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held upon such notice, or without notice, and at such time and place as
shall from time to time be fixed by the Board. Unless otherwise specified by the
Board, no notice of such regular meetings shall be necessary.

     Section 3.     SPECIAL MEETINGS. The Chairman of the Board, the President,
the Clerk, the Secretary or any other person or persons authorized by law to
call such meetings may call special meetings of the Board of Directors.

     Unless notice is waived in the manner prescribed by law, notice of special
meetings of the Board of Directors shall be given by mail, hand delivery, cable,
facsimile or telegram. Notice mailed to a Director's usual or last known place
of business or resident at least three (3) days before the day of the meetings
shall be sufficient notice thereof. Notice delivered in hand, cabled, facsimile
or telegraphed to a Director's usual or last known place of business or resident
at least twenty-four (24) hours before the time of the meeting shall be
sufficient notice thereof. The sending of notice by a person or persons
authorized to call a special meeting of the Board of Directors shall constitute
the call thereof. The time and place of a special meeting of the Board of
Directors, but not the purposes thereof, shall be specified in the notice
thereof.

     Section 4.     ATTENDANCE AS WAIVER OF NOTICE. Attendance of a Director at
any meeting shall constitute a waiver of notice of such meeting, except where a
Director attends for the express purpose, stated at the meeting, of objecting to
the transaction of any business because the meeting is not lawfully called,
noticed or convened.

     Section 5.     QUORUM AND VOTE REQUIRED. A majority of the Directors then
in office shall constitute a quorum for the transaction of business unless a
greater number is required by law or these By-Laws. The act of a majority of the
Directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors, unless the act of a greater number is required by law
or these By-Laws.

     Section 6.     MEETINGS BY CONFERENCE TELEPHONE. Any one or more directors
may participate in a meeting of the Board of Directors or any committee thereof
by means of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same time and
participation by such means shall constitute presence in person at such meeting.

                                        4


     Section 7.     ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at a meeting of the Directors, or of a committee of the
Directors, may be taken without a meeting if all of the Directors, or all of the
members of the committee, as the case may be, sign written consents setting
forth the action taken or to be taken, at any time before or after the intended
effective date of such action. Such consents shall be field with the minutes of
Directors' meetings or committee meetings, as the case may be, and shall have,
and may be stated by any officer of the corporation to have, the same effect as
a unanimous vote or resolution of the Board of Directors. Any such action taken
by unanimous written consents may, but need not be, set forth in such consents
in the form of resolutions or votes.

                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

     Section 1.     EXECUTIVE COMMITTEE. The Board of Directors by a resolution
adopted by a majority of the full Board of Directors may designate from among
its members an Executive Committee consisting of two or more Directors, and may
delegate to such execute committee all the authority of the Board of Directors
in the management of the corporation's business and affairs, except as limited
by law or the resolution establishing the Executive Committee or any other
resolutions thereafter adopted by the Board of Directors. Vacancies in the
membership of the Executive Committee shall be filled by resolution adopted by a
majority of the full Board of Directors. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the Board of
Directors. Members of the Executive Committee may be removed from office, with
or without cause, by resolution adopted by a majority of the full Board of
Directors.

                                  ARTICLE VIII

                                    OFFICERS

     Section 1.     NUMBER. The officers of the corporation shall be chosen by
the Board of Directors and shall be a Chairman of the Board, the President, a
Clerk, who shall be a resident of Maine, a Secretary and a Treasurer. The Board
of Directors may also elect one or more Executive Vice-Presidents, Senior
Vice-Presidents, Vice-Presidents and one or more Assistant Vice-Presidents,
Assistant Secretaries and Assistant Treasurers who shall hold their offices for
such terms as shall be determined from time to time by the Board of Directors.

     Section 2.     ADDITIONAL OFFICERS. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

     Section 3.     COMPENSATION OF OFFICERS. The Board of Directors shall fix
the salaries of all officers of the corporation.

     Section 4.     VACANCIES, TERM AND REMOVAL. The officers of the corporation
shall hold office until their successors are chosen and qualify. The Board of
Directors may remove any officer elected or appointed by the Board of Directors
without cause at any time. The Board of Directors may fill any vacancy occurring
in any office of the corporation.

                                        5


     Section 5.     CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the shareholders and the Board of Directors.

     Section 6.     PRESIDENT. The President shall be the chief executive
officer of the corporation, shall preside, in the absence of the Chairman of the
Board, at all meetings of the shareholders and the Board of Directors and shall
have general and active management of the business of the corporation, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.

     Section 7.     EXECUTIVE VICE-PRESIDENTS, SENIOR VICE-PRESIDENTS,
VICE-PRESIDENT. The Executive Vice-Presidents, Senior Vice-Presidents and
Vice-Presidents, if any, or if there shall be more than one, the Executive
Vice-Presidents, Senior Vice-Presidents and Vice-Presidents in the order
determined by the Board of Directors, shall, in the absence of or in the case of
the disability of the President, perform the duties and exercise the powers of
the President and shall perform such other duties and have such other powers as
the Board of Directors may form time to time prescribe.

     Section 8.     SECRETARY. Upon request of the Board of Directors, the
Secretary or the Clerk shall attend meetings of the Board of Directors and
record all the proceedings of the Board of Directors in a book kept for that
purpose, and shall give notice of special meetings of the Board of Directors,
and shall perform like duties for the Executive Committee. The Secretary shall
perform such other duties as may be prescribed by the Board of Directors or the
President, under whose supervision he shall be. He, or an Assistant Secretary,
shall have authority to affix the corporate seal to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary or by the Clerk. The Board of Directors may give
general authority to any other officer to affix the seal of the corporation and
to attest the same. The Secretary shall have such other powers and duties as are
prescribed by law or by the Board of Directors.

     Section 9.     CLERK. The Clerk shall keep, in a book kept for such
purpose, the records of all shareholders' meetings, including records of all
votes and minutes of such meetings, and shall perform such duties and have such
powers as are prescribed by law.

     Section 10.    ASSISTANT SECRETARY. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries, in the order determined by the Board
of Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

     Section 11.    TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the corporation.

                                        6


     Section 12.    ASSISTANT TREASURERS. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers, in the order determined by the
Board of Directors, shall, in the absence of or in case of the disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                   ARTICLE IX

                       VOTING SHARES OF OTHER CORPORATIONS

     Section 1.     VOTING SHARES OF OTHER CORPORATIONS. The Chairman of the
Board, if any, the President, any Executive Vice-President, Senior
Vice-President, Vice-President, Secretary or Treasurer of this corporation, in
that order, shall have authority to vote shares of other corporations standing
in the name of this corporation, and the Chairman of the Board, the President,
any Executive Vice-President, any Senior Vice-President, any Vice President, the
Secretary or the Clerk is authorized to execute in the name and on behalf of
this corporation proxies appointing any one or more of the officers first above
named, in the order above named, as the proxyholders of this corporation.

                                    ARTICLE X

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

          Section 1.    CERTIFICATES FOR SHARES. Certificates representing
     shares of the corporation shall be in such form as shall be determined by
     the Board of Directors. Such certificates shall be signed by the President
     and the Secretary or Assistant Secretary and sealed with the corporate seal
     or a facsimile thereof. Each certificate for shares shall be consecutively
     numbered or otherwise identified. The name of the person to whom the shares
     represented thereby are issued, with the number of shares and date of
     issue, shall be entered on the stock transfer books of the corporation. All
     certificates surrendered to the corporation for transfer shall be cancelled
     and no new certificate shall be issued until the former certificate for a
     like number of shares shall have been surrendered and cancelled, except
     that in cause of a lost, destroyed or mutilated certificate a new one may
     be issued therefor in accordance with Section 2 of this ARTICLE X.

          Section 2.    LOST CERTIFICATES. The Board of Directors may direct
     a new certificate for shares of this corporation to be issued in place of
     any certificate theretofore issued by the corporation alleged to have been
     lost or destroyed. When authorizing such issue of a new certificate, the
     Board of Directors, in its discretion and as a condition precedent to the
     issuance thereof, may prescribe such terms and conditions as it deems
     expedient, and may require such indemnities as it deems adequate, to
     protect the corporation and its officers and agents form any claim that may
     be made against it with respect to any such certificate alleged to have
     been lost or destroyed. The powers and duties of the Board prescribed in
     this ARTICLE X may be delegated in whole or in part to any registrar or
     transfer agent."

                                        7


                                   ARTICLE XI

                                   FISCAL YEAR

     Section 1.     FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

                                   ARTICLE XII

                             EXECUTION OF DOCUMENTS

     Section 1.     EXECUTION OF DOCUMENTS. Unless the Board of Directors, the
Executive Committee or the shareholders shall otherwise generally or in any
specific instance provide: (a) any bill, note, check or negotiable instrument
may be executed or endorsed in the name and on behalf of the corporation by the
President or the Treasurer, acting singly, and (b) any other instrument,
documents, deeds, bills of sale or other writings of whatever nature shall be
executed in the name and on behalf of the corporation by the President or the
Treasurer, acting singly, and either officers may sell, acknowledge and deliver
the same.

                                  ARTICLE XIII

                                 INDEMNIFICATION

     Section 1.     GENERAL INDEMNIFICATION. The corporation shall, to the full
extent of its power to do so provided by law, including without limitation
Section 719 of Title 13-A of the Maine Revised Statutes of 1964, as amended, and
laws supplemental thereto or amendatory thereof, indemnify any person who was or
is a Director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a Director, officer, employee or
agent of another corporation, partnership joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him.

     Section 2.     SPECIAL INDEMNIFICATION. Nothing contained in Section 1 of
this ARTICLE XIII shall prevent the corporation, by action of its shareholders
or by action of disinterested Directors, from indemnifying any person, including
without limitation a Director, officer, an employee or an agent of this
corporation, in any particular case, if in the judgment of the corporation such
indemnification should be made.

                                   ARTICLE XIV

                                   AMENDMENTS

     Section 1.     AMENDMENTS. The power to alter, amend or repeal these
By-Laws, and to adopt new By-Laws shall be vested in the Shareholders or the
Board of Directors of the corporation.

                                        8



                                                                    Exhibit 3.31

                                                                          PAGE 1

                                    DELAWARE

                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "FAIRFIELD COUNTY RECYCLING, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FIFTH DAY OF APRIL, A.D.
1990, AT 9 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE NINTH DAY OF MAY, A.D.
2001, AT 4:30 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

[SEAL]

2228741 8100H                                           AUTHENTICATION:  1782774

020316464                                                         DATE: 05-17-02



                                                                    FILED
                                                                 APR 25 1990
                                                               /s/ [ILLEGIBLE]
                                                              SECRETARY OF STATE

                             CERTIFICATE OF INCORPORATION

                                          OF

                            FAIRFIELD COUNTY RECYCLING, INC.

                            (a Delaware stock corporation)


     The undersigned incorporator does hereby form a corporation pursuant to
the provisions of the General Corporation Law of Delaware and to that end
does hereby certify as follows:

FIRST:    The name of the corporation is FAIRFIELD COUNTY RECYCLING, INC.
          (hereinafter referred to as the "Corporation")

SECOND:   The address of its registered office in the State of Delaware is
          1013 Centre Road in the City of Wilmington, County of New Castle.
          The name of its registered agent at such address is Corporation
          Service Company.

THIRD:    The nature of the business or purposes to be conducted and promoted
          by the Corporation shall be to engage in any lawful act or activity
          for which corporations may be organized under the General Corporation
          Law of Delaware.

          The foregoing provisions of this Article Third shall be construed
          both as purposes and powers and each as an independent purpose and
          power, and shall not be held to limit or restrict in any manner the
          purposes and powers of the Corporation; provided, however, that the
          Corporation shall not conduct any business, promote any purpose, or
          exercise any power or privilege within or without the State of
          Delaware which, under the laws thereof, the Corporation may not
          lawfully conduct, promote, or exercise.

FOURTH:   The authorized capital stock of the Corporation shall be as
          follows: three thousand (3,000) shares of capital stock designated
          as common stock and having a par value of one cent ($.01) per share
          (hereinafter referred to as "Common Stock")

          The holders of Common Stock shall have the following rights and
          privileges:

     (a)  VOTING RIGHTS:

          Each holder of record of Common Stock shall be entitled to one vote
          for each share of stock held.



                                       -2-

     (b)  VOTING REQUIREMENTS:

          Stockholder action on any matter whatsoever shall require the
          affirmative vote of at least a majority of the shares of Common Stock
          issued and outstanding at the time of such vote, and for those matters
          for which the vote of a greater proportion of such shares may be
          specified by law, the affirmative vote of the proportion of such
          shares so specified shall be required.

FIFTH:    The name and mailing address of the incorporator is as follows:

               NAME                   MAILING ADDRESS

               John F. Wolter         Updike, Kelly & Spellacy, P.C.
                                      One State Street
                                      P.O. Box 31277
                                      Hartford, CT 06103

SIXTH:    The Corporation is to have perpetual existence.

SEVENTH:  For the management of the business and for the conduct of the affairs
          of the Corporation, it is further provided that the management of the
          business and the conduct of the affairs of the Corporation shall be
          vested in its Board of Directors. The number of directors which shall
          constitute the whole Board of Directors shall be fixed by, or in the
          manner provided in, the Bylaws. No election of directors need be by
          written ballot.

EIGHTH:   To the fullest extent permitted by the General Corporation Law of
          Delaware as the same exists or may hereafter be amended, a director of
          the Corporation shall not be liable to the Corporation or its
          stockholders for monetary damages for breach of fiduciary duty as a
          director.

NINTH:    The Board of Directors of the Corporation is authorized to adopt,
          amend, or repeal the Bylaws.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of Delaware,
does make this certificate, hereby declaring and certifying that this is my act
and deed, that the facts herein stated are true and accordingly have hereunto
set my hand this 24th day of April, 1990.

                                                   /s/ John F. Wolter
                                                   -----------------------------
                                                   John F. Wolter



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT
                                       AND
                                REGISTERED OFFICE
                                       OF
                        FAIRFIELD COUNTY RECYCLING, INC.

FAIRFIELD COUNTY RECYCLING, INC. A CORPORATION ORGANIZED AND EXISTING UNDER AND
BY VIRTUE OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, DOES HEREBY
CERTIFY:

THE PRESENT REGISTERED AGENT OF THE CORPORATION IS CORPORATION SERVICE COMPANY
AND THE PRESENT REGISTERED OFFICE OF THE CORPORATION IS IN THE COUNTRY OF NEW
CASTLE.

THE BOARD OF DIRECTORS OF FAIRFIELD COUNTY RECYCLING, INC.
ADOPTED THE FOLLOWING RESOLUTION ON THE 2ND DAY OF APRIL, 2001.

RESOLVED, THAT THE REGISTERED OFFICE OF FAIRFIELD COUNTY RECYCLING, INC.
IN THE STATE OF DELAWARE BE AND IT HEREBY IS CHANGED TO CORPORATION TRUST
CENTER, 1209 ORANGE STREET, IN THE CITY OF WILMINGTON, COUNTY OF NEW CASTLE, AND
THE AUTHORIZATION OF THE PRESENT REGISTERED AGENT OF THIS CORPORATION BE AND THE
SAME IS HEREBY WITHDRAWN, AND THE CORPORATION TRUST COMPANY, SHALL BE AND IS
HEREBY CONSTITUTED AND APPOINTED THE REGISTERED AGENT OF THIS CORPORATION AT THE
ADDRESS OF ITS REGISTERED OFFICE.

     IN WITNESS WHEREOF, FAIRFIELD COUNTY RECYCLING, INC. HAS CAUSED THIS
STATEMENT TO BE SIGNED BY JERRY S. CIFOR, ITS TREASURER, THIS 7 DAY OF MAY,
2001.

                                                /s/ Jerry S. Cifor
                                                --------------------------------
                                                       JERRY S. CIFOR, TREASURER

                                                         STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                       DIVISION OF CORPORATION
                                                      FILED 04:30 PM 05/09/2001
                                                        010224747 - 2228741



                                                                    Exhibit 3.32

                                     BY-LAWS

                                       OF

                        FAIRFIELD COUNTY RECYCLING, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Stockholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors or upon the request in writing of the
stockholders owning a majority in amount of the entire stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Stockholders
shall be limited to the purposes stated in the notice. Unless otherwise required
by statute, written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less than



ten, nor more than sixty, days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each stockholder entitled to vote at the
Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By-Laws, any
question brought before any Meeting of Stockholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
stockholder represented at a Meeting of Stockholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy, but no proxy shall
be voted on or after three years from its date, unless such proxy provides for
a longer period. The Board of Directors, in its discretion, or the Officer of
the Corporation presiding at a Meeting of Stockholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a stockholder so demands at the election and before the voting begins.

     SECTION 6. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
stockholders who have not consented.

     SECTION 7. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least ten days before every Meeting of Stockholders, a
complete list of the stockholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of stockholders maintained
by the Corporation for convenience of reference, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be open to inspection of any stockholder, for any purpose germane
to the Meeting during ordinary business hours, for a period of at least ten days
prior to the Meeting, either at a place

                                        2


within the city where the Meeting is to be held, which place shall be specified
in the notice of the Meeting, or if not specified, at the place where the
Meeting will be held. The list shall also be produced and kept at the time and
place of the Meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present. The list shall be prima facie
evidence as to who are the stockholders entitled to examine such list or to vote
in person or by proxy at any Meeting of Stockholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Stockholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by a
plurality of the votes cast at Annual Meetings of Stockholders. Any Director
may resign at any time upon notice to the Secretary of the Corporation.
Directors need not be stockholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. Any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Stockholders' Meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Stockholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Stockholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (f) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A stockholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Stockholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a stockholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of stockholders at the
Annual Meeting of Stockholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the stockholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

                                        4


shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Each committee, having more than one Director as a member
shall elect a Director on such committee as the Chairperson of such committee.
Any committee, to the extent allowed by statute and as expressly provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that no committee shall have the power to
declare dividends, to elect or remove Officers, or to authorize the issue of any
class of stock of the Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.

Section 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

                                        5


     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the stockholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need

                                        6


not be stockholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Stockholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the stockholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

                                        9


     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Stockholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Delaware, the name
of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws. Transfers of stock shall be
made on the books of the

                                       10


Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any Meeting of Stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a Meeting of Stockholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such Director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors

                                       11


at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Stockholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                    Exhibit 3.33

                                                                          PAGE 1

                                    DELAWARE
                             -----------------------
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "FCR CAMDEN, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SIXTH DAY OF FEBRUARY, A.D.
1993, AT 9 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE NINTH DAY OF MAY, A.D.
2001, AT 4:30 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


                                       /s/ Harriet Smith Windsor
[SEAL]                                 -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

2327371 8100H                             AUTHENTICATION: 1782781

020316470                                           DATE: 05-17-02



 UPDIKE KELLY & SPELLACY
    SECRETARY OF STATE
 DIVISION OF CORPORATION
FILED 09:00 AM 02/26/1993
  713057010 - 2327371


                          CERTIFICATE OF INCORPORATION

                                       OF

                                FCR CAMDEN, INC.

                         (a Delaware stock corporation)


FIRST:          The name of the corporation shall be FCR Camden, Inc. (the
                "Corporation").

SECOND:         The address of the Corporation's registered office in the state
                of Delaware is 1013 centre Road, in the city of Wilmington,
                County of New Castle. The name of the Corporation's registered
                agent at such address is Corporation Service Company.

THIRD:          The nature of the business or purposes to be conducted and
                promoted by the corporation shall be to engage in any lawful
                act or activity for which corporations may be organized under
                the General Corporation Law of Delaware.

                The foregoing provisions of this Article THIRD shall be
                construed both as purposes and powers and each as an independent
                purpose and power, and shall not be held to limit or restrict in
                any manner the purposes and powers of the Corporation;
                provided, that the Corporation shall not conduct any business,
                promote any purposes, or exercise any power or privilege within
                or without the State or Delaware which, under the laws thereof;
                the Corporation may not lawfully conduct, promote, or exercise.

FOURTH:         The authorized capital stock of the Corporation shall be as
                follows: One Thousand (1,000) shares designated as common stock
                and having a par value of ONE CENT ($.01) per share (the "Common
                Stock").

                The holders of the Common Stock shall have the following rights
                and privileges:

                     a. VOTING RIGHTS. Each holder of record of Common stock
                shall be entitled to one (1) vote for each share of stock held.

                     b. VOTING REQUIREMENTS. Stockholder action on any matter
                whatsoever shall require the affirmative vote of at least a
                majority of the shares of the Common Stock of the Corporation
                issued and outstanding at the time of such vote, and for those
                matters for which the vote of a greater proportion of such
                shares may be specified by statue, the affirmative vote of the
                proportion of such shares so specified shall be required.



                                       -2-

FIFTH:          In addition to the foregoing Article FOURTH, the Board of
                Directors may issue one (1) or more classes of Preferred Stock,
                any or all of which classes may be of stock with or without
                par value and which classes may have such voting powers, full or
                limited, or no voting powers, and such designations, preferences
                and relative, participating, optional or other special rights
                and qualifications, limitations or restrictions as shall be
                adopted by resolution of the Board of Directors.

SIXTH:          The number of authorized shares of any separate class or classes
                of Preferred Stock of the Corporation may be increased or
                decreased by the affirmative vote of the holders of a majority
                of all classes of stock of the Corporation entitled to vote,
                voting as a group, and not as individual classes.

SEVENTH:        The name and mailing address of the incorporator is as
                following:

                   Name                     Mailing Address
                   ---                      ---------------
                   David E. Sturgess        Updike, Kelly & Spellacy, P.C.
                                            One State Street
                                            P.O. Box 3120
                                            Hartford, CT 06103

EIGHTH:         The Corporation is to have perpetual existence.

NINTH:          For the management of the business and for the conduct of the
                affairs of the Corporation, it is further provided that the
                management of the business and the conduct of the affairs of
                the Corporation shall be vested in its Board of Directors. The
                number of directors which shall constitute the whole Board of
                Directors shall be fixed by, or in the manner provided in, the
                Bylaws. No election of directors need by written ballot. The
                following person is to serve as Director until the first annual
                meeting of shareholders or until his successor(s) is/are elected
                and qualify.

                   Name                     Mailing Address
                   ----                     ---------------
                   Paul A. Garrett          1300 Honeyspot Road Extension
                                            Stratford, Connecticut 06497

TENTH:          To the fullest extent permitted by the General Corporation Law
                of Delaware as the same exists or may hereafter be amended, a
                director of the corporation shall not be liable to the
                Corporation or it shareholders for monetary damages for breach
                of fiduciary duty as a director.

ELEVENTH:       The Directors of the Corporation have the power to adopt, amend,
                or repeal the Bylaws.



                                      -3-

     IN WITHNESS WHEREOF, the undersigned being the incorporator hereinbefore
named, for the purpose of forming a Corporation pursuant to the General
Corporation Law of Delaware, does make this Certificate, hereby declaring and
certifying that this is my act and deed, that the facts herein stated are true
and accordingly have hereunto set my hand this 25th day of February, 1993.


                                                   /s/ David E. Sturgess
                                                   ----------------------------
                                                   David E. Sturgess,
                                                   Incorporator




                    CERTIFICATE OF CHANGE OF REGISTERED AGENT
                                       AND
                                REGISTERED OFFICE
                                       OF
                                FCR CAMDEN, INC.
                                      *****

FCR Camden, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company
and the present registered office of the corporation is in the county of New
Castle.

     The Board of Directors of FCR Camden, Inc. adopted the following resolution
on the 2nd day of April, 2001.

Resolved, that the registered office of FCR Camden, Inc. in the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.

     IN WITNESS WHEREOF, FCR Camden, Inc. has caused this statement to be signed
by Jerry S. Cifor, its Treasurer, this 7 day of May, 2001.


                                              /s/ Jerry S. Cifor
                                            ----------------------------
                                            Jerry S. Cifor, Treasurer


                                                         STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                     FILED 04:30 PM 05/09/2001
                                                         010224739 - 2327371



                                                                    Exhibit 3.34

                                     BY-LAWS

                                       OF

                                FCR CAMDEN, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Stockholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors or upon the request in writing of the
stockholders owning a majority in amount of the entire stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Stockholders
shall be limited to the purposes stated in the notice. Unless otherwise required
by statute, written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less than



ten, nor more than sixty, days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each stockholder entitled to vote at the
Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By-Laws, any
question brought before any Meeting of Stockholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
stockholder represented at a Meeting of Stockholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy, but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the Officer of the
Corporation presiding at a Meeting of Stockholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a stockholder so demands at the election and before the voting begins.

     SECTION 6. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
stockholders who have not consented.

     SECTION 7. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least ten days before every Meeting of Stockholders, a
complete list of the stockholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of stockholders maintained
by the Corporation for convenience of reference, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be open to inspection of any stockholder, for any purpose germane
to the Meeting during ordinary business hours, for a period of at least ten days
prior to the Meeting, either at a place

                                        2


within the city where the Meeting is to be held, which place shall be specified
in the notice of the Meeting, or if not specified, at the place where the
Meeting will be held. The list shall also be produced and kept at the time and
place of the Meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present. The list shall be prima facie
evidence as to who are the stockholders entitled to examine such list or to vote
in person or by proxy at any Meeting of Stockholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Stockholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by
a plurality of the votes cast at Annual Meetings of Stockholders. Any Director
may resign at any time upon notice to the Secretary of the Corporation.
Directors need not be stockholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. Any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Stockholders' Meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Stockholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Stockholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (f) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A stockholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Stockholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a stockholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of stockholders at the
Annual Meeting of Stockholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the stockholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

                                        4


shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Each committee, having more than one Director as a member
shall elect a Director on such committee as the Chairperson of such committee.
Any committee, to the extent allowed by statute and as expressly provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that no committee shall have the power to
declare dividends, to elect or remove Officers, or to authorize the issue of any
class of stock of the Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.

Section 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

                                        5


     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the stockholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need

                                        6


not be stockholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Stockholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by
statute to be otherwise signed and executed and except that the other Officers
of the Corporation may sign and execute documents when so authorized by these
By-Laws, the Board of Directors or the Chief Executive Officer. The Chief
Executive Officer shall also perform such other duties and may exercise such
other powers as from time to time may be assigned to such Officer by these
By-Laws or by the Board of Directors.

     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the stockholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

                                        9


     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Stockholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Delaware, the name
of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws. Transfers of stock shall be
made on the books of the

                                       10


Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any Meeting of Stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a Meeting of Stockholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such Director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors

                                       11


at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Stockholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                    Exhibit 3.35

                                                                          PAGE 1

                                    DELAWARE
                             -----------------------
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "FCR FLORIDA, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE NINTH DAY OF AUGUST, A.D. 1994, AT
9 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE NINTH DAY OF MAY, A.D.
2001, AT 4:30 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


                                       /s/ Harriet Smith Windsor
[SEAL]                                ------------------------------------------
                                       Harriet Smith Windsor, Secretary of State

2425428 8100H                             AUTHENTICATION: 1782790

020316477                                           DATE: 05-17-02



    STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION 0F CORPORATIONS
FILED 09:00 AM O8/09/1994
   944148215 - 2425428


                          CERTIFICATE OF INCORPORATION

                                       OF

                                FCR FLORIDA, INC.

                         (a Delaware stock corporation)

FIRST:         The name of the corporation shall be FCR Florida, Inc. (the
               "Corporation")

SECOND:        The address of the Corporation's registered office in the State
               of Delaware is 1013 Centre Road, in the City of Wilmington,
               County of New Castle. The name of the Corporation's registered
               agent at such address is Corporation Service Company.

THIRD:         The nature of the business or purposes to be conducted and
               promoted by the Corporation shall be to engage in any lawful act
               or activity for which corporations may be organized under the
               General Corporation Law of Delaware.

               The foregoing provisions of this Article THIRD shall be construed
               both as purposes and powers and each as an independent purpose
               and power, and shall not be held to limit or restrict in any
               manner the purposes and powers of the Corporation; provided, that
               the Corporation shall not conduct any business, promote any
               purposes, or exercise any power or privilege within or without
               the State of Delaware which, under the laws thereof, the
               Corporation may not lawfully conduct, promote, or exercise.

FOURTH:        The authorized capital stock of the Corporation shall be as
               follows: One Thousand (1,000) shares designated as common stock
               and having a par value of One Cent ($.01) per share ("Common
               Stock").

               The holders of the Common Stock shall have the following rights
               and privileges:

                    a. VOTING RIGHTS. Each holder of record of Common Stock
               shall be entitled to one (1) vote for each share of stock held.

                    b. VOTING REQUIREMENTS. Stockholder action on any matter
               whatsoever shall require the affirmative vote of at least a
               majority of the shares of the Common Stock of the Corporation
               issued and outstanding at the time of such vote, and for those
               matters for which the vote of a greater proportion of such shares
               may be specified by statute, the affirmative vote of the
               proportion of such shares so shall be required.



                                       -2-

FIFTH:         In addition to the foregoing Article FOURTH, the Board of
               Directors may issue one (1) or more classes of Preferred Stock,
               any or all of which classes may be of stock with or without par
               value and which classes may have such voting powers, full or
               limited, or no voting powers, and such designations, preferences
               and relative, participating, optional or other special rights and
               qualifications, limitations or restrictions as shall be adopted
               by resolution of the Board of Directors.

SIXTH:         The number of authorized shares of any separate class or classes
               of Preferred Stock of the Corporation may be increased or
               decreased by the affirmative vote of the holders of a majority of
               all classes of stock of the Corporation entitled to vote, voting
               as a group, and not as individual classes.

SEVENTH:       The name and mailing address of the incorporator is as follows:

                   NAME                       MAILING ADDRESS
                   Jay D. Crutcher, Esq.      Updike, Kelly & Spellacy, P.C.
                                              One State Street
                                              Suite 2400
                                              Hartford, CT 06123-1277

EIGHTH:        The Corporation is to have perpetual existence.

NINTH:         For the management of the business and for the conduct of the
               affairs of the Corporation, it is further provided that the
               management of the business and the conduct of the affairs of the
               Corporation shall be vested in its Board of Directors. The number
               of directors which shall constitute the whole Board of Directors
               shall be fixed by, or in the manner provided in, the Bylaws. No
               election of directors need be by written ballot. The following
               persons are to serve as Directors until the first annual meeting
               of shareholders or until their successors are elected and
               qualify.

               NAME                       MAILING ADDRESS
               Paul A. Garrett            418 Meadow Street
                                          Fairfield, Connecticut 06430-5321

TENTH:         To the fullest extent permitted by the General Corporation Law
               of Delaware as the same exists or may hereafter be amended, a
               director of the corporation shall not be liable to the
               Corporation or its shareholders for monetary damages for breach
               of fiduciary duty as a director.



                                       -3-

ELEVENTH:      The Directors of the Corporation have the power to adopt, amend,
               or repeal the Bylaws.

     IN WITNESS WHEREOF, the undersigned being the incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of Delaware, does make this Certificate, hereby declaring and
certifying that this is my act and deed, that the facts herein stated are true
and accordingly have hereunto set my hand this 8th day of August, 1994.


                                                /s/ Jay D. Crutcher
                                                --------------------------------
                                                Jay D. Crutcher, Esq.
                                                Incorporator



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT
                                       AND
                                REGISTERED OFFICE
                                       OF
                                FCR FLORIDA, INC.
                                    * * * * *

FCR Florida, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company
and the present registered office of the corporation is in the county of New
Castle.

     The Board of Directors of FCR Florida, Inc. adopted the following
resolution on the 2nd day of April, 2001.

Resolved, that the registered office of FCR Florida, Inc. in the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.

     IN WITNESS WHEREOF, FCR Florida, Inc. has caused this statement to be
signed by Jerry S. Cifor, its Treasurer, this 7 day of May, 2001.


                                              /s/ Jerry S. Cifor
                                            ----------------------------
                                            Jerry S. Cifor, Treasurer


                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 05/09/2001
                                                          010224734 - 2425428



                                                                    Exhibit 3.36

                                     BY-LAWS

                                       OF

                                FCR FLORIDA, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Stockholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors or upon the request in writing of the
stockholders owning a majority in amount of the entire stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Stockholders
shall be limited to the purposes stated in the notice. Unless otherwise required
by statute, written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less than



ten, nor more than sixty, days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each stockholder entitled to vote at the
Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By-Laws, any
question brought before any Meeting of Stockholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
stockholder represented at a Meeting of Stockholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy, but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the Officer of the
Corporation presiding at a Meeting of Stockholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a stockholder so demands at the election and before the voting begins.

     SECTION 6. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
stockholders who have not consented.

     SECTION 7. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least ten days before every Meeting of Stockholders, a
complete list of the stockholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of stockholders maintained
by the Corporation for convenience of reference, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be open to inspection of any stockholder, for any purpose germane
to the Meeting during ordinary business hours, for a period of at least ten days
prior to the Meeting, either at a place

                                        2


within the city where the Meeting is to be held, which place shall be specified
in the notice of the Meeting, or if not specified, at the place where the
Meeting will be held. The list shall also be produced and kept at the time and
place of the Meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present. The list shall be prima facie
evidence as to who are the stockholders entitled to examine such list or to vote
in person or by proxy at any Meeting of Stockholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Stockholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by a
plurality of the votes cast at Annual Meetings of Stockholders. Any Director may
resign at any time upon notice to the Secretary of the Corporation. Directors
need not be stockholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. Any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Stockholders' Meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Stockholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Stockholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (e) a description of all arrangements or understandings
between the stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder; (f) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A stockholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Stockholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a stockholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of stockholders at the
Annual Meeting of Stockholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the stockholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be
called by the Secretary upon receipt of a request in writing from any two
Directors. Notice thereof stating the place, date and hour of the meeting shall
be given to each Director either by mail not less than ten (10) days before the
date of the meeting, or by telephone, facsimile or telegram on twenty-four (24)
hours' notice, or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the circumstances.

     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

                                        4


shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 8 shall
constitute presence in person at such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Each committee, having more than one Director as a member
shall elect a Director on such committee as the Chairperson of such committee.
Any committee, to the extent allowed by statute and as expressly provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that no committee shall have the power to
declare dividends, to elect or remove Officers, or to authorize the issue of any
class of stock of the Corporation. Each committee shall keep regular minutes
and report to the Board of Directors when required.

Section 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors.  The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

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     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the stockholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need

                                        6


not be stockholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Stockholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the stockholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and
the Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all such person's transactions as Treasurer and of
the financial condition of the Corporation. If required by the Board of
Directors, the Treasurer shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of such office and for the restoration to
the Corporation, in case of death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

                                        9


     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Stockholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Delaware, the name
of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws. Transfers of stock shall be
made on the books of the

                                       10


Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any Meeting of Stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a Meeting of Stockholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such Director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                  ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors

                                       11


at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Stockholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                    Exhibit 3.37

                                                                          PAGE 1

                                    DELAWARE
                             -----------------------
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "FCR GREENSBORO, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE EIGHTH DAY OF JULY, A.D. 1992,
AT 9 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE NINTH DAY OF MAY, A.D.
2001, AT 4:30 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.

                                       /s/ Harriet Smith Windsor
[SEAL]                                 -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

2303077 8100H                             AUTHENTICATION: 1782822

020316507                                           DATE: 05-17-02




   STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/08/1992
  712190006 - 2303077


                          CERTIFICATE OF INCORPORATION

                                       OF

                              FCR GREENSBORO, INC.

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

     FIRST. The name of this corporation shall be:

                              FCR GREENSBORO, INC.

     SECOND. Its registered office in the State of Delaware is to be located at
1013 Centre Roard, in the City of Wilmington, County of New Castle and its
registered agent at such address is CORPORATION SERVICE COMPANY.

     THIRD. The purpose or purposes of the corporation shall be:

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:

     One Thousand Five Hundred (1,500) shares without par value.

     FIFTH. The name and address of the incorporator is as follows:

                               Lynne M. Immediato
                           Coporation Service Company
                                1013 Centre Road
                              Wilmington, DE 19805

     SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.



     SEVENTH. No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article Seventh
shall apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.

     IN WITNESS WHEREOF, The undersigned, being the incorporator hereinbefore
named, has executed, signed and acknowledged this certificate of incorporation
this eighth day of July, A.D., 1992.


                                                 /s/ Lynne M. Immediato
                                                -------------------------
                                                 Lynne M. Immediato
                                                 Incorporator



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT
                                       AND
                                REGISTERED OFFICE
                                       OF
                              FCR GREENSBORO, INC.
                                    * * * * *

FCR GREENSBORO, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company
and the present registered office of the corporation is in the county of New
Castle.

     The Board of Directors of FCR Greensboro, Inc. adopted the following
resolution on the 2nd day of April, 2001.

Resolved, that the registered office of FCR Greensboro, Inc. in the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.

     IN WITNESS WHEREOF, FCR Greensboro, Inc. has caused this statement to be
signed by Jerry S. Cifor, its Treasurer, this 7 day of May, 2001.


                                                 /s/ Jerry S. Cifor
                                              -------------------------
                                              Jerry S. Cifor, Treasurer


                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 05/09/2001
                                                          010224725 - 2303077



                                                                    Exhibit 3.38

                                     BY-LAWS

                                       OF

                              FCR GREENSBORO, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Stockholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors or upon the request in writing of the
stockholders owning a majority in amount of the entire stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Stockholders
shall be limited to the purposes stated in the notice. Unless otherwise required
by statute, written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less than


ten, nor more than sixty, days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present
or represented at any Meeting of the Stockholders, the stockholders entitled
to vote thereat, present in person or represented by proxy, shall have power
to adjourn the Meeting, from time to time, without notice other than an
announcement at the Meeting, until a quorum shall be present or represented.
At such adjourned Meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the
Meeting as originally noticed. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the
adjourned Meeting, a notice of the adjourned Meeting shall be given to each
stockholder entitled to vote at the Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in the these By-Laws, any
question brought before any Meeting of Stockholders shall be decided by the
vote of the holders of a majority of the stock represented and entitled to
vote thereat. Unless otherwise provided by the Certificate of Incorporation,
each stockholder represented at a Meeting of Stockholders shall be entitled
to cast one vote for each share of the stock entitled to vote thereat held by
such Stockholder. Such votes may be in person or by proxy, but no proxy shall
be voted on or after three years from its date, unless such proxy provides
for a longer period. The Board of Directors, in its discretion, or the
Officer of the Corporation presiding at a Meeting of Stockholders, in such
Office's discretion, may require that any votes cast at such Meeting shall be
cast by written ballot, and such ballot shall be so required at an election
of Directors if a stockholder so demands at the election and before the
voting begins.

     SECTION 6. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorized or take action at
a Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
stockholders who have not consented.

     SECTION 7. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officers or agent
of the Corporation who has charge of the stock transfer books of the
Corporation shall make and certify at least ten days before every Meeting of
Stockholders, a complete list of the stockholders entitled to vote at the
Meeting, arranged in alphabetical order within each class, series or group of
stockholders maintained by the Corporation for convenience of reference, and
showing the address of each stockholder and the number of shares registered
in the name of each stockholder. The list shall be open to inspection of any
stockholder, for any purpose germane to the Meeting during ordinary business
hours, for a period of at least ten days prior to the Meeting, either at a
place

                                       2


within the city where the Meeting is to be held, which place shall be specified
in the notice of the Meeting, or if not specified, at the place where the
Meeting will be held. The list shall also be produced and kept at the time and
place of the Meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present. The list shall be prima facie
evidence as to who are the stockholders entitled to examine such list or to vote
in person or by proxy at any Meeting of Stockholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Stockholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by
a plurality of the votes cast at Annual Meetings of Stockholders. Any Director
may resign at any time upon notice to the Secretary of the Corporation.
Directors need not be stockholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. Any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Stockholders' Meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Stockholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Stockholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (f) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A stockholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Stockholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a stockholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of stockholders at the
Annual Meeting of Stockholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the stockholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

                                        4


shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of any such committee. In the absence or disqualification of a
member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member. Each committee, having more than one Director
as a member shall elect a Director on such committee as the Chairperson of such
committee. Any committee, to the extent allowed by statute and as expressly
provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, except that no
committee shall have the power to declare dividends, to elect or remove
Officers, or to authorize the issue of any class of stock of the Corporation.
Each committee shall keep regular minutes and report to the Board of Directors
when required.

SECTION 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

                                        5


     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the stockholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need

                                        6


not be stockholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Stockholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation,
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the stockholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

                                        9


     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Stockholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Delaware, the name
of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws, Transfers of stock shall be
made on the books of the

                                       10


Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any Meeting of Stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a Meeting of Stockholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such Director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors

                                       11


at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of Corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Stockholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12


   STATE OF DELAWARE
   SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 09:00 AM 06/30/1997
  971217798 - 2768502

                          CERTIFICATE OF INCORPORATION

                                       OF

                              FCR GREENVILLE, INC.

FIRST:    The name of the Corporation shall be FCR Greenville, Inc. (the
"Corporation").

SECOND:   The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such address is Corporation
Service Company.

THIRD:    The nature of the business or purposes to be conducted and promoted by
the Corporation shall be to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

     The foregoing provisions of this Article THIRD shall be construed both as
purposes and powers and each as an independent purpose and power, and shall not
be held to limit restrict in any manner of the purposes and powers of the
Corporation; provided, that the Corporation shall not conduct any business,
promote any purposes, or exercise any power or privilege within or without the
Slate of Delaware which, under the laws thereof, the Corporation may not
lawfully conduct, promote, or exercise.

FOURTH:   The authorized capital stock of the Corporation shall be as follows:
One Thousand (1,000) shares designated as common stock and having a par value of
ONE CENT ($.01) per share ("Common Stock").

     The holders of the Common Stock shall have the following rights and
privileges:

          a. VOTING RIGHTS. Each holder of record of Common Stock shall be
entitled to one (1) vote for each share of stock held.

          b. VOTING REQUIREMENTS. Stockholder action on any matter whatsoever
shall require the affirmative vote of at least a majority of the shares of the
Common Stock of the Corporation issued and outstanding at the time of such vote,
and for those matters for which the vote of a greater proportion of such shares
may be specified by statute, the affirmative vote of the proportion of such
shares so specified shall be required.

FIFTH:    In addition to the foregoing Article FOURTH, the Board of Directors
may issue one (I) or more classes of Preferred Stock, any or all of which
classes may be of stock with or without par value and which classes may have
such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions as shall be adopted by resolution of
the Board of Directors.



SIXTH:    The number of authorized shares of any separate class or classes of
Preferred Stock of the Corporation may be increased or decreased by the
affirmative vote of the holders of a majority of all classes of stock of the
Corporation entitled to vote, voting as a group, and not as individual classes.

SEVENTH:  The name and mailing address of incorporator is as follows:
John M. Cross, Jr., Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P., 2000
Renaissance Plaza, 230 North Elm Street, Greensboro, North Carolina 27401.

EIGHTH:   The Corporation is to have perpetual existence.

NINTH:    For the management of the business and for the conduct of the affairs
of the Corporation, it is further provided that the management of the business
and the conduct of the affairs of the Corporation shall be vested in its Board
of Directors. The number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the Bylaws. No
election of directors need be by written ballot. The following persons are to
serve as Directors until the first annual meeting of shareholders or until their
successors are elected and qualify.

               NAME                           MAILING ADDRESS
               ----                           ---------------

               Paul A. Garrett                2101 Rexford Road
                                              Suite 236E
                                              Charlotte, NC 28211

TENTH:    To the fullest extent permitted by the General Corporation Law of
Delaware as the same exists or may hereafter be amended, a director of the
corporation shall not be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director.

ELEVENTH: The Directors of the Corporation have the power to adopt, amend, or
repeal the Bylaws.

IN WITNESS WHEREOF, the undersigned being the incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of Delaware, does make this Certificate, hereby declaring and certifying that
this is my act and deed, that the facts herein stated are true and accordingly
have hereunto set my hand this 30th day of June, 1997.


                                        /s/ John M. Cross
                                        -------------------------------
                                        John M. Cross, Jr.
                                        Incorporator



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT
                                       AND
                                REGISTERED OFFICE
                                       OF
                              FCR GREENVILLE, INC.
                                      *****

FCR Greenville, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company
and the present registered office of the corporation is in the county of
New Castle.

     The Board of Directors of FCR Greenville, Inc. adopted the following
resolution on the 2nd day of April, 2001.

Resolved, that the registered office of FCR Greenville, Inc. in the state of
Delaware be and hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.

     IN WITNESS WHEREOF, FCR Greenville, Inc. has caused this statement to be
signed by Jerry S. Cifor, its Treasurer, this 7 day of May, 2001.

                                        /s/ Jerry S. Cifor
                                        --------------------------
                                        Jerry S. Cifor, Treasurer

                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 05/09/2001
                                                          010224721 - 2768502



                                                                    Exhibit 3.39

                                    DELAWARE
                                ---------------                         PAGE 1
                                The First State


     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "FCR GREEN VILLE, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE THIRTETH DAY OF JUNE, A.D. 1997, AT
9 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE NINTH DAY OF MAY, A.D.
2001, AT 4:30 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


[SEAL]                            /s/ Harriet Smith Windsor, Secretary of State
                                  ---------------------------------------------
2768592  8100H                    Harriet Smith Windsor, Secretary of State

020316518                                   AUTHENTICATION:   1782842

                                            DATE:             05-17-02



   STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/30/1997
  971217798 - 2768502


                           CERTICATE OF INCORPORATION

                                       OF

                              FCR GREENVILLE, INC.

FIRST:    The name of the Corporation shall be FCR Greenville, Inc. (the
"Corporation").

SECOND:   The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such address is Corporation
Service Company.

THIRD:    The nature of the business or purposes to be conducted and promoted by
the Corporation shall be to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

          The foregoing provisions of this Article THIRD shall be construed
both as purposes and powers and each as an independent purpose and power, and
shall not be held to limit or restrict in any manner of the purposes and
powers of the Corporation; provided, that the Corporation shall not conduct
any business, promote any purposes, or exercise any power or privilege
within or without the State of Delaware which, under the laws thereof, the
Corporation may not lawfully conduct, promote, or exercise.

FOURTH:   The authorized capital stock of the Corporation, shall be as follows:
One Thousand (1,000) shares designated as common stock and having a par value of
ONE CENT ($.01) per share ("Common Stock").

     The holders of the Common Stock shall have the following rights and
privileges:

          a. VOTING RIGHTS. Each holder of record of Common Stock shall be
entitled to one (1) vote for each share of stock held.

          b. VOTING REQUIREMENTS. Stockholder action on any matter whatsoever
shall require the affirmative vote of at least a majority of the shares of the
Common Stock of the Corporation issued and outstanding at the time of such vote,
and for those matters for which the vote of a greater proportion of such shares
may be specified by statute, the affirmative vote of the proportion of such
shares so specified shall be required.

FIFTH:    In addition to the foregoing Article FOURTH, the Board of Directors
may issue one (1) or more classes of Preferred Stock, any or all of which
classes may be of stock with or without par value and which classes may have
such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions as shall be adopted by resolution of
the Board of Directors.



SIXTH:    The number of authorized shares of any separate class or classes of
Preferred Stock of the Corporation may be increased or decreased by the
affirmative vote of the holders of a majority of all classes of stock of the
Corporation entitled to vote, voting as a group, and not as individual classes.

SEVENTH:  The name and mailing address of the incorporator is as follows: John
M. Cross, Jr., Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P., 2000
Renaissance Plaza, 230 North Elm Street, Greensboro, North Carolina 27401.

EIGHTH:   The Corporation is to have perpetual existence.

NINTH:    For the management of the business and for the conduct of the affairs
of the Corporation, it is further provided that the management of the business
and the conduct of the affairs of the Corporation shall be vested in its Board
of Directors. The number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the Bylaws. No
election of directors need be by written ballot. The following persons are to
serve as Directors until the first annual meeting of shareholders or until their
successors are elected and qualify.

                  NAME                      MAILING ADDRESS
                  ----                      ---------------

                  Paul A. Garrett           2101 Rexford Road
                                            Suite 236E
                                            Charlotte, NC 28211

TENTH:    To the fullest extend permitted by the General Corporation Law of
Delaware as the same exists or may hereafter be amended, a director of the
corporation shall not be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director.

ELEVENTH: The Directors of the Corporation have the power to adopt, amend, or
repeal the Bylaws.

IN WITNESS WHEREOF, the undersigned being the incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of Delaware, does make this Certificate, hereby declaring and certifying that
this is my act and deed, that the facts herein stated are true and accordingly
have hereunto set my hand this 30th day of June 1997.


                                                   /s/ John M. Cross, Jr.
                                                   -----------------------------
                                                   John M. Cross, Jr.
                                                   Incorporator



                   CERTIFICATE OF CHANGE OF REGISTERED AGENT
                            AND REGISTERED OFFICE OF
                              FOR GREENVILLE, INC.
                                     *****

FCR Greenville, Inc., a corporation organized and existing under and virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company
and the present registered office of the corporation is in the county of New
Castle.

     The Board of Directors of FCR Greenville, Inc. adopted the following
resolution on the 2nd day of April, 2001.

Resolved, that the registered office of FCR Greenville, Inc. In the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby
constituted and appointed the registered agent of this corporation at the
address of its registered office.

     IN WITNESS WHEREOF, FOR Greenville, Inc. has caused this statement to be
signed by Jerry S. Cifor, its Treasures, this 7 day of May 2001.



                                                /s/ Jerry S. Cifor
                                                ----------------------------
                                                Jerry S. Cifor, Treasures




                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                      FILED 04:30 PM 05/09/2001
                                                         010224721 - 2768502



                                                                    Exhibit 3.40

                                     BY-LAWS

                                       OF

                              FCR GREENVILLE, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Stockholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors or upon the request in writing of the
stockholders owning a majority in amount of the entire stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Stockholders
shall be limited to the purposes stated in the notice. Unless otherwise required
by statute, written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less than



ten, nor more than sixty, days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each stockholder entitled to vote at the
Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By-Laws, any
question brought before any Meeting of Stockholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
stockholder represented at a Meeting of Stockholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy, but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the Officer of the
Corporation presiding at a Meeting of Stockholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a stockholder so demands at the election and before the voting begins.

     SECTION 6. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
stockholders who have not consented.

     SECTION 7. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least ten days before every Meeting of Stockholders, a
complete list of the stockholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of stockholders maintained
by the Corporation for convenience of reference, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be open to inspection of any stockholder, for any purpose germane
to the Meeting during ordinary business hours, for a period of at least ten days
prior to the Meeting, either at a place

                                        2


within the city where the Meeting is to be held, which place shall be specified
in the notice of the Meeting, or if not specified, at the place where the
Meeting will be held. The list shall also be produced and kept at the time and
place of the Meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present. The list shall be prima facie
evidence as to who are the stockholders entitled to examine such list or to vote
in person or by proxy at any Meeting of Stockholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Stockholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by a
plurality of the votes cast at Annual Meetings of Stockholders. Any Director may
resign at any time upon notice to the Secretary of the Corporation. Directors
need not be stockholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. Any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Stockholders' Meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Stockholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Stockholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (f) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A stockholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Stockholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a stockholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of stockholders at the
Annual Meeting of Stockholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the stockholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

                                        4


shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Each committee, having more than one Director as a member
shall elect a Director on such committee as the Chairperson of such committee.
Any committee, to the extent allowed by statute and as expressly provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that no committee shall have the power to
declare dividends, to elect or remove Officers, or to authorize the issue of any
class of stock of the Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.

Section 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

                                        5


     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the stockholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need

                                        6


not be stockholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Stockholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the stockholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

                                        9


     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Stockholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Delaware, the name
of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws. Transfers of stock shall be
made on the books of the

                                       10


Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any Meeting of Stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a Meeting of Stockholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such Director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors

                                       11


at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Stockholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                    Exhibit 3.41

                                                                          PAGE 1

                                    DELAWARE
                             -----------------------
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "FCR MORRIS, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE FOURTEENTH DAY OF JULY, A.D. 1995,
AT 9 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE NINTH DAY OF MAY,
A.D. 2001, AT 4:30 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.

                                       /s/ Harriet Smith Windsor
[SEAL]                                 -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

2524474 8100H                             AUTHENTICATION: 1782851

020316556                                           DATE: 05-17-02



   STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/14/1995
   950157310 - 2524474

                          CERTIFICATE OF INCORPORATION

                                       OF

                                FCR MORRIS, INC.

                         (A DELAWARE STOCK CORPORATION)

FIRST:    The name of the corporation shall be FCR Morris, Inc. (the
"Corporation").

SECOND:   The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such address is The
Corporation Service Company.

THIRD:    The nature of the business of purposes to be conducted and promoted by
the Corporation shall be to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

     The foregoing provisions of this Article THIRD shall be construed both as
purposes and powers and each as an independent purpose and power, and shall not
be held to limit or restrict in any manner the purposes and powers of the
Corporation; provided, that the Corporation shall not conduct any business,
promote any purposes, or exercise any power or privilege within or without the
State of Delaware which, under the laws thereof, the Corporation may not
lawfully conduct, promote, or exercise.

FOURTH:   The authorized capital stock of the Corporation shall be as follows:
One Thousand (1,000) shares designated as common stock and having a par value of
ONE CENT ($.01) per share ("Common Stock").

     The holders of the Common Stock shall have the following rights and
privileges:

          a. VOTING RIGHTS. Each holder of record of Common Stock shall be
entitled to one (1) vote for each share of stock held.

          b. VOTING REQUIREMENTS. Stockholder action on any matter whatsoever
shall require the affirmative vote of at least a majority of the shares of the
Common Stock of the Corporation issued and outstanding at the time of such vote,
and for those matters for which the vote of a greater proportion of such shares
may be specified by statute, the affirmative vote of the proportion of such
shares so specified shall be required.

FIFTH:    In addition to the foregoing Article FOURTH, the Board of Directors
may issue one (1) or more classes of Preferred Stock, any or all of which
classes may be of stock with or without par value and which classes may have
such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other

                                       -1-


special rights and qualifications, limitations or restrictions as shall be
adopted by resolution of the Board of Directors.

SIXTH:    The number of authorized shares of any separate class or classes of
Preferred Stock of the Corporation may be increased or decreased by the
affirmative vote of the holders of a majority of all classes of stock of the
Corporation entitled to vote, voting as a group, and not as individual classes.

SEVENTH:  The name and mailing address of the incorporator is as follows:

               NAME                            MAILING ADDRESS
               ----                            ---------------

               Jay D. Crutcher, Esq., CPA      Updike, Kelly & Spellacy, P.C.
                                               One State Street
                                               P.O. Box 231277
                                               Hartford, CT 06123-1277

EIGHTH:   Corporation is to have perpetual existence.

NINTH:    For the management of the business and for the conduct of the affairs
of the Corporation, it is further provided that the management of the business
and the conduct of the affairs of the Corporation shall be vested in its Board
of Directors. The number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the Bylaws. No
election of directors need be by written ballot. The following persons are to
serve as Directors until the first annual meeting of shareholders or until their
successors are elected and qualify.

               NAME                            MAILING ADDRESS
               ----                            ---------------

               Paul A. Garrett                 2101 Rexford Road
                                               Suite 236E
                                               Charlotte, NC 28211

TENTH:    To the fullest extent permitted by the General Corporation Law of
Delaware as the same exists or may hereafter be amended, a director of the
corporation shall not be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director.

ELEVENTH: The Directors of the Corporation have the power to adopt, amend, or
repeal the Bylaws.

                                       -2-


IN WITNESS WHEREOF, the undersigned being the incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of Delaware, does make this Certificate, hereby declaring and certifying that
this is my act and deed, that the facts herein stated are true and accordingly
have hereunto set my hand this 14th day of July, 1995.

                                        /s/ Jay D. Crutcher
                                        --------------------------------
                                        Jay D. Crutcher, Esq., CPA
                                        Incorporator

                                       -3-


                    CERTIFICATE OF CHANGE OF REGISTERED AGENT
                                       AND
                                REGISTERED OFFICE
                                       OF
                                FCR MORRIS. INC.
                                    * * * * *

FCR Morris, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company
and the present registered office of the corporation is in the county of New
Castle.

     The Board of Directors of FCR Morris, Inc. adopted the following
resolution on the 2nd day of April, 2001.

Resolved, that the registered office of FCR Morris, Inc. in the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.

     IN WITNESS WHEREOF, FCR Morris, Inc. has caused this statement to be signed
by Jerry S. Cifor, its Treasurer, this 7 day of May, 2001.


                                                /s/ Jerry S. Cifor
                                                ----------------------------
                                                Jerry S. Cifor, Treasurer


                                                            STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 05/09/2001
                                                          010224719 - 2524474



                                                                    Exhibit 3.42

                                     BY-LAWS

                                       OF

                                FCR MORRIS, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Stockholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors or upon the request in writing of the
stockholders owning a majority in amount of the entire stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Stockholders
shall be limited to the purposes stated in the notice. Unless otherwise required
by statute, written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less than



ten, nor more than sixty, days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each stockholder entitled to vote at the
Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By-Laws, any
question brought before any Meeting of Stockholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
stockholder represented at a Meeting of Stockholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy, but no proxy shall
be voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the Officer of the
Corporation presiding at a Meeting of Stockholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a stockholder so demands at the election and before the voting begins.

     SECTION 6. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
stockholders who have not consented.

     SECTION 7. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least ten days before every Meeting of Stockholders, a
complete list of the stockholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of stockholders maintained
by the Corporation for convenience of reference, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be open to inspection of any stockholder, for any purpose germane
to the Meeting during ordinary business hours, for a period of at least ten days
prior to the Meeting, either at a place

                                        2


within the city where the Meeting is to be held, which place shall be specified
in the notice of the Meeting, or if not specified, at the place where the
Meeting will be held. The list shall also be produced and kept at the time and
place of the Meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present. The list shall be prima facie
evidence as to who are the stockholders entitled to examine such list or to vote
in person or by proxy at any Meeting of Stockholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Stockholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by a
plurality of the votes cast at Annual Meetings of Stockholders. Any Director may
resign at any time upon notice to the Secretary of the Corporation. Directors
need not be stockholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. Any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Stockholders' Meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Stockholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Stockholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (f) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A stockholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Stockholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a stockholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of stockholders at the
Annual Meeting of Stockholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the stockholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

                                        4


shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of any such committee. In the absence or disqualification of a
member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member. Each committee, having more than one Director
as a member shall elect a Director on such committee as the Chairperson of such
committee. Any committee, to the extent allowed by statute and as expressly
provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, except that no
committee shall have the power to declare dividends, to elect or remove
Officers, or to authorize the issue of any class of stock of the Corporation.
Each committee shall keep regular minutes and report to the Board of Directors
when required.

SECTION 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

                                        5


     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the stockholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need

                                        6


not be stockholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Stockholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the stockholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

                                        9


     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Stockholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Delaware, the name
of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws. Transfers of stock shall be
made on the books of the

                                       10


Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any Meeting of Stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a Meeting of Stockholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such Director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors

                                       11


at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Stockholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                    Exhibit 3.43

                                                                          PAGE 1

                                    DELAWARE
                             -----------------------
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "FCR REDEMPTION, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FIRST DAY OF MARCH, A.D.
1994, AT 9 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "FCR MORRIS, INC." TO "FCR
REDEMPTION, INC.", FILED THE TWELFTH DAY OF JANUARY, A.D. 1995, AT 9 O'CLOCK
A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE NINTH DAY OF MAY, A.D.
2001, AT 4:30 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


                                       /s/ Harriet Smith Windsor
[SEAL]                                 -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

2387743 B100H                            AUTHENTICATION: 1782871

020316576                                          DATE: 05-17-02



                                                            STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 03/21/1994
                                                          944045335 - 2387743

                          CERTIFICATE OF INCORPORATION

                                       OF

                                FCR MORRIS, INC.

                         (A DELAWARE STOCK CORPORATION)

FIRST:         The name of the corporation shall be FCR Morris, Inc. (the
               "Corporation").

SECOND:        The address of the Corporation's a registered office in the State
               of Delaware is 1013 Centre Road, in the City of Wilmington,
               County of New Castle. The name of the Corporation's registered
               agent at such address is Corporation Service Company.

THIRD:         The nature of the business or purposes to be conducted and
               promoted by the Corporation shall be to engage in any lawful act
               or activity for which corporations may be organized under the
               General Corporation Law of Delaware.

               The foregoing provisions of this Article THIRD shall be construed
               both as purposes and powers and each as an independent purpose
               and power, and shall not be held to limit or restrict in any
               manner the purposes and powers of the Corporation; provided, that
               the Corporation shall not conduct any business, promote any
               purposes, or exercise any power or privilege within or without
               the State of Delaware which, under the laws thereof, the
               Corporation may not lawfully conduct, promote, or exercise.

FOURTH:        The authorized capital stock of the Corporation shall be as
               follows: one Thousand (1,000) shares designated as common stock
               and having a par value of One cent ($.01) per share (the "Common
               Stock").

               The holders of the Common Stock shall have the following rights
               and privileges:

                    a. VOTING RIGHTS. Each holder of record of Common Stock
               shall be entitled to one (1) vote for each share of stock held.

                    b. VOTING REQUIREMENTS. Stockholder action on any matter
               whatsoever shall require the affirmative vote of at least a
               majority of the shares of the Common Stock of the Corporation
               issued and outstanding at the time of such vote, and for those
               matters for which the vote of a greater proportion of such shares
               may be specified by statute, the affirmative vote of the
               proportion of such shares so specified shall be required.



                                       -2-

FIFTH:         In addition to the foregoing Article FOURTH, the Board of
               Directors may issue one (1) or more classes of Preferred Stock,
               any or all of which classes may be of stock with or without
               par value and which classes may have such voting powers, full or
               limited, or no voting powers, and such designations, preferences
               and relative, participating, optional or other special rights and
               qualifications, limitations or restrictions as shall be adopted
               by resolution of the Board of Directors.

SIXTH:         The number of authorized shares of any separate class or classes
               of Preferred Stock of the Corporation may be increased or
               decreased by the affirmative vote of the holders of a majority of
               all classes of stock of the Corporation entitled to vote, voting
               as a group, and not as individual classes.

SEVENTH:       The name and mailing address of the incorporator is as follows:

                    NAME                      MAILING ADDRESS
                    Jay D. Crutcher, Esq.     Updike, Kelly & Spellacy, P.C.
                                              One State Street
                                              Suite 2400
                                              Hartford, CT 06123-1277

EIGHTH:        The Corporation is to have perpetual existence.

NINTH:         For the management of the business and for the conduct of the
               affairs of the Corporation, it is further provided that the
               management of the business and the conduct of the affairs of the
               Corporation shall be vested in its Board of Directors. The number
               of directors which shall constitute the whole Board of Directors
               shall be fixed by, or in the manner provided in, the Bylaws. No
               election of directors need be by written ballot. The following
               person is to serve as Director until the first annual meeting of
               shareholders or until his successor(s) is/are elected and
               qualify.

                    NAME                      MAILING ADDRESS
                    Paul A. Garrett           418 Meadow Street
                                              Fairfield, Connecticut 06430-5321

TENTH:         To the fullest extent permitted by the General Corporation Law of
               Delaware as the name exists or may hereafter be amended, a
               director of the corporation shall not be liable to the
               Corporation or its shareholders for monetary damages for breach
               of fiduciary duty as a director.

ELEVENTH       The Directors of the Corporation have the power to adopt, amend,
               or repeal the Bylaws.



                                       -3-

     IN WITNESS WHEREOF, the undersigned being the incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of Delaware, does make this Certificate, hereby declaring and
certifying that this is my act and deed, that the facts herein stated are true
and accordingly have hereunto set my hand this 21st day of March, 1994.

                                                /s/ Jay D. Crutcher
                                                --------------------------------
                                                Jay D. Crutcher, Esq.
                                                Incorporator



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/12/1995
   950008341 - 2387743


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 FCR MORRIS INC.

FCR MORRIS INC., a corporation organized and existing under and by virtue of the
general corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

          FIRST. That the Board of Directors of said corporation, at a meeting
duly convened and held, adopted the following resolution:

          RESOLVED that the Board of Directors hereby declares it advisable and
in the best interest of the Company that Article FIRST of the Certificate of
Incorporation be amended to read as follows:

          FIRST. The name of this corporation shall be:

                              FCR REDEMPTION, INC.

          SECOND. That the said amendment has been consented to and authorized
by the holders of a majority of the issued and outstanding stock entitled to
vote by written consent given in accordance with the provisions of Section 228
of the General Corporation Law of the State of Delaware.

          THIRD. That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the general
Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by a duly authorized officer, this 19th day of December A.D. 1994.


                                                /s/ Paul Garrett
                                                --------------------------------
                                                PAUL GARRETT
                                                President



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT
                                       AND
                                REGISTERED OFFICE
                                       OF
                              FCR REDEMPTION, INC.
                                      *****

FCR Redemption, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company
and the present registered office of the corporation is in the county of New
Castle.

     The Board of Directors of FCR Redemption, Inc. adopted the following
resolution on the 2nd day of April, 2001.

Resolved, that the registered office of FCR Redemption, Inc. in the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.

     IN WITNESS WHEREOF, FCR Redemption, Inc. has caused this statement to be
signed by Jerry S. Cifor, its Treasurer, this 8 day of May, 2001.


                                              /s/ Jerry S. Cifor
                                              ----------------------------
                                              Jerry S. Cifor, Treasurer


                                                            STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 05/09/2001
                                                          010224701 - 2387743



                                                                    Exhibit 3.44

                                     BY-LAWS

                                       OF

                              FCR REDEMPTION, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Stockholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors or upon the request in writing of the
stockholders owning a majority in amount of the entire stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Stockholders
shall be limited to the purposes stated in the notice. Unless otherwise required
by statute, written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less than



ten, nor more than sixty, days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each stockholder entitled to vote at the
Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By-Laws,
any question brought before any Meeting of Stockholders shall be decided by the
vote of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
stockholder represented at a Meeting of Stockholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy, but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the Officer of the
Corporation presiding at a Meeting of Stockholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a stockholder so demands at the election and before the voting begins.

     SECTION 6. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
stockholders who have not consented.

     SECTION 7. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least ten days before every Meeting of Stockholders, a
complete list of the stockholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of stockholders maintained
by the Corporation for convenience of reference, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be open to inspection of any stockholder, for any purpose germane
to the Meeting during ordinary business hours, for a period of at least ten days
prior to the Meeting, either at a place

                                        2


within the city where the Meeting is to be held, which place shall be specified
in the notice of the Meeting, or if not specified, at the place where the
Meeting will be held. The list shall also be produced and kept at the time and
place of the Meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present. The list shall be prima facie
evidence as to who are the stockholders entitled to examine such list or to vote
in person or by proxy at any Meeting of Stockholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Stockholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by a
plurality of the votes cast at Annual Meetings of Stockholders. Any Director may
resign at any time upon notice to the Secretary of the Corporation. Directors
need not be stockholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. Any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Stockholders' Meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Stockholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Stockholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (f) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A stockholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Stockholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a stockholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of stockholders at the
Annual Meeting of Stockholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the stockholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

                                        4


shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Each committee, having more than one Director as a member
shall elect a Director on such committee as the Chairperson of such committee.
Any committee, to the extent allowed by statute and as expressly provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that no committee shall have the power to
declare dividends, to elect or remove Officers, or to authorize the issue of any
class of stock of the Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.

SECTION 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

                                        5


     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the stockholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need

                                        6


not be stockholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Stockholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the stockholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

                                        9


     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Stockholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Delaware, the name
of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws. Transfers of stock shall be
made on the books of the

                                       10


Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any Meeting of Stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a Meeting of Stockholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such Director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors

                                       11


at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Stockholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                    Exhibit 3.45

                                                                         PAGE  1

                                    DELAWARE
                             -----------------------
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "FCR TENNESSEE, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SEVENTH DAY OF JULY, A.D.
1995, AT 9 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE NINTH DAY OF MAY, A.D.
2001, AT 4:30 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


                                       /s/ Harriet Smith Windsor
[SEAL]                                 -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

2528562 8100H                            AUTHENTICATION: 1782878

020316597                                          DATE: 05-17-02



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/27/1995
   950169767 - 2528562


                          CERTIFICATE OF INCORPORATION

                                       OF

                               FCR TENNESSEE, INC.

                         (a Delaware stock corporation)

FIRST:    The name of the corporation shall be FCR Tennessee, Inc. (the
"Corporation").

SECOND:   The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such address is The
Corporation Service Company.

THIRD:    The nature of the business or purposes to be conducted and promoted by
the Corporation Shall be to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

     The foregoing provisions of this Article THIRD shall be construed both as
purposes and powers and each as an independent purpose and power, and shall not
be held to limit or restrict in any manner the purposes and powers of the
Corporation: provided, that the Corporation shall not conduct any business,
promote any purposes, or exercise any power or privilege within or without the
State of Delaware which, under the laws thereof, the Corporation may not
lawfully conduct, promote, or exercise.

FOURTH:   The authorized capital stock of the Corporation shall be as follows:
One Thousand (1,000) shares designated as common stock and having a par value of
ONE CENT ($.01) per share ("Common Stock").

     The holders of the Common Stock shall have the following rights and
privileges:

          a. VOTING RIGHTS. Each holder of record of Common Stock shall be
entitled to one (1) vote for each share of stock held.

          b. VOTING REQUIREMENTS. Stockholder action on any matter whatsoever
shall require the affirmative vote of at least a majority of the shares of the
Common Stock of the Corporation issued and outstanding at the time of such vote,
and for those matters for which the vote of a greater proportion of such shares
may be specified by statute, the affirmative vote of the proportion of such
shares so specified shall be required.

FIFTH:    In addition to the foregoing Article FOURTH, the Board of Directors
may issue one (1) or more classes of Preferred Stock, any or all of which
classes may be of stock with or without par value and which classes may have
such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other

                                        1


special rights and qualifications, limitations or restrictions as shall be
adopted by resolution of the Board of Directors.

SIXTH:    The number of authorized shares of any separate class or classes of
Preferred Stock of the Corporation may be increased or decreased by the
affirmative vote of the holders of a majority of all classes of stock of the
Corporation entitled to vote, voting as a group, and not as individual classes.

SEVENTH:  The name and mailing address of the incorporator is as follows:

                NAME                             MAILING ADDRESS
                ----                             ---------------

                Jay D. Crutcher. Esq., CPA       Updike, Kelly & Spellacy, P.C.
                                                 One State Street
                                                 P.O. Box 231277
                                                 Hartford, CT 06123-1277

EIGHTH:   Corporation is to have perpetual existence.

NINTH:    For the management of the business and for the conduct of the affairs
of the Corporation, it is further provided that the management of the business
and the conduct of the affairs of the Corporation shall be vested in its Board
of Directors. The number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the Bylaws. No
election of directors need be by written ballot. The following persons are to
serve as Directors until the first annual meeting of shareholders or until their
successors are elected and qualify.

                NAME                             MAILING ADDRESS
                ----                             ---------------

                Paul A. Garrett                  2101 Rexford Road
                                                 Suite 236E
                                                 Charlotte, NC 28211

TENTH:    To the fullest extent permitted by the General Corporation Law of
Delaware as the same exists or may hereafter be amended, a director of the
corporation shall not be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director.

ELEVENTH: The Directors of the Corporation have the power to adopt, amend, or
repeal the Bylaws.

                                        2


IN WITNESS WHEREOF, the undersigned being the incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of Delaware, does make this Certificate, hereby declaring and certifying that
this is my act and deed, that the facts herein stated are true and accordingly
have hereunto set my hand this 27th day of July, 1995.


                                        /s/ Jay D. Crutcher
                                        ---------------------------------
                                        Jay D. Crutcher, Esq., CPA
                                        Incorporator

                                        3


                    CERTIFICATE OF CHANGE OF REGISTERED AGENT
                                       AND
                                REGISTERED OFFICE
                                       OF
                               FCR TENNESSEE, INC.
                                      *****

FCR Tennessee, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company
and the present registered office of the corporation is in the county of New
Castle.

     The Board of Directors of FCR Tennessee, Inc. adopted the following
resolution on the 2nd day of April, 2001.

Resolved, that the registered office of FCR Tennessee, Inc. in the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present registered agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.

     IN WITNESS WHEREOF, FCR Tennessee, Inc. has caused this statement to be
signed by Jerry S. Cifor, its Treasurer, this 7 day of May, 2001.

                                        /s/ Jerry S. Cifor
                                        ------------------------------
                                        Jerry S. Cifor, Treasurer

    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 05/09/2001
   010224692 - 2528562



                                                                    Exhibit 3.46

                                     BY-LAWS

                                       OF

                               FCR TENNESSEE, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Stockholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors or upon the request in writing of the
stockholders owning a majority in amount of the entire stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Stockholders
shall be limited to the purposes stated in the notice. Unless otherwise required
by statute, written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less than



ten, nor more than sixty, days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each stockholder entitled to vote at the
Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By-Laws, any
question brought before any Meeting of Stockholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
stockholder represented at a Meeting of Stockholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy, but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the Officer of the
Corporation presiding at a Meeting of Stockholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a stockholder so demands at the election and before the voting begins.

     SECTION 6. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
stockholders who have not consented.

     SECTION 7. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least ten days before every Meeting of Stockholders, a
complete list of the stockholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of stockholders maintained
by the Corporation for convenience of reference, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be open to inspection of any stockholder, for any purpose germane
to the Meeting during ordinary business hours, for a period of at least ten days
prior to the Meeting, either at a place

                                        2


within the city where the Meeting is to be held, which place shall be specified
in the notice of the Meeting, or if not specified, at the place where the
Meeting will be held. The list shall also be produced and kept at the time and
place of the Meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present. The list shall be prima facie
evidence as to who are the stockholders entitled to examine such list or to vote
in person or by proxy at any Meeting of Stockholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Stockholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by a
plurality of the votes cast at Annual Meetings of Stockholders. Any Director may
resign at any time upon notice to the Secretary of the Corporation. Directors
need not be stockholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. Any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Stockholders' Meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Stockholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Stockholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (f) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A stockholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Stockholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a stockholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of stockholders at the
Annual Meeting of Stockholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the stockholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

                                        4


shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Each committee, having more than one Director as a member
shall elect a Director on such committee as the Chairperson of such committee.
Any committee, to the extent allowed by statute and as expressly provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that no committee shall have the power to
declare dividends, to elect or remove Officers, or to authorize the issue of any
class of stock of the Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.

SECTION 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

                                        5


     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the stockholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need

                                        6


not be stockholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Stockholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the stockholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

                                        9


     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Stockholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Delaware, the name
of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws. Transfers of stock shall be
made on the books of the

                                       10


Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any Meeting of Stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a Meeting of Stockholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such Director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors

                                       11


at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Stockholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                    Exhibit 3.47

                                                                          PAGE 1

                                    DELAWARE
                             -----------------------
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "FCR, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF MAY, A.D.
1998, AT 1 O'CLOCK P.M.

     CERTIFICATE OF MERGER, CHANGING ITS NAME FROM "KTI ACQUISITION SUB, INC."
TO "FCR, INC.", FILED THE TWENTY-EIGHTH DAY OF AUGUST, A.D. 1998, AT 9 O'CLOCK
A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


                                       /s/ Harriet Smith Windsor
[SEAL]                                 -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

2901649  8100H                            AUTHENTICATION: 1782847

020316546                                           DATE: 05-17-02



                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 01:00 PM 05/28/1998
                                                          981204367 - 2901649

                          CERTIFICATE OF INCORPORATION

                                       OF

                            KTI Acquisition Sub, Inc.

                                      *****

1.     The name of the corporation is KTI Acquisition Sub, Inc.

2.     The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

3.     The nature of the business or purposes to be conducted or promoted is:

  To engage in the chemical and other related businesses and any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

4.     The total number of shares of stock which the corporation shall have
authority to issue is 1500 each without par value.

5.     The name and mailing address of each incorporator is as follows:

NAME                    MAILING ADDRESS
- ----                    ---------------

Robert Wetzel            KTI, Inc.
                         7000 Boulevard East
                         Guttenberg, New Jersey 07093

6.     The corporation is to have perpetual existence.

7.     The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

                                        1


  I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set our hands this 27 day of May, 1998.


                                                /s/ ROBERT WETZEL
                                                -----------------
                                                Robert Wetzel

                                        2


                                                            STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 08/28/1998
                                                          981338922 - 2901649


                              CERTIFICATE OF MERGER

                                       OF

                       FCR, INC., a Delaware corporation,

                                      INTO

                KTI ACQUISITION SUB, INC., a Delaware corporation

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

                     Pursuant to Sections 103 and 251 of the
                General Corporation Law of the State of Delaware

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

          The undersigned corporation organized and existing under and by virtue
of the Delaware General Corporation Law (the "DGCL"),

          DOES HEREBY CERTIFY:

          FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:

          Name                          State of Incorporation

          FCR, Inc.                     Delaware

          KTI Acquisition Sub, Inc.     Delaware

          SECOND: That a plan and agreement of merger between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the DGCL.



          THIRD: The Board of Directors of KTI Acquisition Sub, Inc. has duly
adopted resolutions, dated July 7, 1998, authorizing the merger of FCR, Inc.
into KTI Acquisition Sub, Inc., pursuant to Sections 141 and 251 of the DGCL.
Such resolutions have not been modified or rescinded and are in full force and
effect on the date hereof.

          FOURTH: The sole stockholder of KTI Acquisition Sub, Inc. has approved
the merger of FCR, Inc. into KTI Acquisition Sub, Inc. by written consent dated
July 7, 1998, pursuant to Sections 228 and 251 of the DGCL.

          FIFTH: The Board of Directors of FCR, Inc. has duly adopted
resolutions, dated July 21, 1998, authorizing the merger of FCR, Inc. into KTI
Acquisition Sub, Inc., pursuant to Sections 141 and 251 of the DGCL. Such
resolutions have not been modified or rescinded and are in full force and effect
on the date hereof.

          SIXTH: The stockholders of FCR, Inc. have approved the merger of FCR,
Inc. into KTI Acquisition Sub, Inc. by written consent dated July 22, 1998,
pursuant to Sections 228 and 251 of the DGCL.

          SEVENTH: KTI Acquisition Sub, Inc. shall be the corporation surviving
the merger.

          EIGHTH: That the certificate of incorporation of KTI Acquisition Sub,
Inc., a Delaware corporation, shall be the certificate of incorporation of the
surviving corporation, except that Article First of the Certificate of
Incorporation of KTI Acquisition Sub, Inc. shall be amended and restated as
follows:

          "ARTICLE FIRST: The name of the corporation is FCR, Inc."

                                        2


          NINTH: That the executed plan and agreement of merger is on file at
the principal place of business of KTI Acquisition Sub, Inc. The address of the
principal place of business of KTI Acquisition Sub, Inc. is 7000 Boulevard East,
Guttenberg, New Jersey 07093.

          TENTH: That a copy of the plan and agreement of merger will be
furnished by the KTI Acquisition Sub, Inc., on request and without cost to any
stockholder of any constituent corporation.

                                        3


     IN WITNESS WHEREOF, KTI Acquisition Sub, Inc. has caused this Certificate
of Merger to be signed by its duly authorized officers this 28 day of August,
1998.

                                                KTI Acquisition Sub, Inc.,
                                                a Delaware corporation


                                                By:  /s/ Martin J. Sergi
                                                   -----------------------------
                                                Name: Martin J. Sergi
                                                Title: President

                                        4



                                                                    Exhibit 3.48

                                     BY-LAWS

                                       OF

                                    FCR, INC.



                                     BY-LAWS

                                       OF

                            KTI ACQUISITION SUB, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Stockholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors or upon the request in writing of the
stockholders owning a majority in amount of the entire stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Stockholders
shall be limited to the purposes stated in the notice. Unless otherwise required
by statute, written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less than



ten, nor more than sixty, days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each stockholder entitled to vote at the
Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By-Laws, any
question brought before any Meeting of Stockholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
stockholder represented at a Meeting of Stockholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy, but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the Officer of the
Corporation presiding at a Meeting of Stockholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a stockholder so demands at the election and before the voting begins.

     SECTION 6. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
stockholders who have not consented.

     SECTION 7. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least ten days before every Meeting of Stockholders, a
complete list of the stockholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of stockholders maintained
by the Corporation for convenience of reference, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be open to inspection of any stockholder, for any purpose germane
to the Meeting during ordinary business hours, for a period of at least ten days
prior to the Meeting, either at a place

                                        2


within the city where the Meeting is to be held, which place shall be specified
in the notice of the Meeting, or if not specified, at the place where the
Meeting will be held. The list shall also be produced and kept at the time and
place of the Meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present. The list shall be prima facie
evidence as to who are the stockholders entitled to examine such list or to vote
in person or by proxy at any Meeting of Stockholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Stockholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by a
plurality of the votes cast at Annual Meetings of Stockholders. Any Director may
resign at any time upon notice to the Secretary of the Corporation. Directors
need not be stockholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. Any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Stockholders' Meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Stockholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Stockholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (f) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A stockholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Stockholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a stockholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of stockholders at the
Annual Meeting of Stockholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the stockholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

                                        4


shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Each committee, having more than one Director as a member
shall elect a Director on such committee as the Chairperson of such committee.
Any committee, to the extent allowed by statute and as expressly provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that no committee shall have the power to
declare dividends, to elect or remove Officers, or to authorize the issue of any
class of stock of the Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.

SECTION 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

                                        5


     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the stockholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need

                                        6


not be stockholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Stockholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the stockholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

                                        9


     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Stockholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Delaware, the name
of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws. Transfers of stock shall be
made on the books of the

                                       10


Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any Meeting of Stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a Meeting of Stockholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such Director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors

                                       11


at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Stockholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                    Exhibit 3.49

                             STATE OF NEW HAMPSHIRE

                          OFFICE OF SECRETARY OF STATE

                                     [SEAL]

I, ROBERT P. AMBROSE, DEPUTY SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE,
DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE COPY OF ARTICLES OF INCORPORATION
OF FOREST ACQUISITIONS, INC. AS FILED ON DECEMBER 28, 1994 IN THIS OFFICE AND
HELD IN THE CUSTODY OF THE SECRETARY OF STATE.


[SEAL]

                                   In Testimony Whereof, I HERETO SET MY HAND
                                   AND CAUSE TO BE AFFIXED THE SEAL OF THE
                                   STATE, AT CONCORD, THIS 23RD DAY OF JULY A.D.
                                   2002


                                          /s/ Robert P. Ambrose
                                   ---------------------------------
                                       DEPUTY SECRETARY OF STATE



                             STATE OF NEW HAMPSHIRE

Fee for Form 11-A:   $ 50.00                                       Form No. 11
Filing fee:          $ 35.00                                    RSA 293-A:2.02
+ License fee:       $ _____ (See Section 1.31)                      FILED
Total fees           $                                            DEC 28 1994
Use black print or type.                                       WILLIAM M GARDNER
Leave 1" margins both sides.                                     NEW HAMPSHIRE
                                                              SECRETARY OF STATE

                            ARTICLES OF INCORPORATION

THE UNDERSIGNED, ACTING AS INCORPORATOR(S) OF A CORPORATION UNDER THE NEW
HAMPSHIRE BUSINESS CORPORATION ACT, ADOPT(S) THE FOLLOWING ARTICLES OF
INCORPORATION FOR SUCH CORPORATION:

     FIRST: The name of the corporation is Forest Acquisitions, Inc. (Note 1)

     SECOND: The number of shares the corporation is authorized to issue: 300

     THIRD: The street address of the initial registered office of the
corporation is 501 South Street, Concord, NH 03304 and the name of its initial
registered agent at that office is Paul A. Savage

     FOURTH: The capital stock will be sold or offered for sale within the
meaning of RSA 421-B. (New Hampshire Securities Act) (Note 2)

     FIFTH: The corporation is empowered to transact any and all lawful business
for which corporation may be incorporated under RSA 293-A and the PRINCIPAL
purpose or purposes for which the corporation is organized are: (Note 4)


         [if more space is needed, attach additional sheet(s)] (Note 3)

                                   page 1 of 2


ARTICLES OF INCORPORATION                                            Form No. 11
OF Forest Acquisitions, Inc.                                             (cont.)


     SIXTH: The name and address of each incorporator is:



           Name                                 Address
           ----                                 -------
                                      
     Paul A. Savage                        501 South Street
     -------------------------           ----------------------------------
                                           Concord, NH 03304
                                         ----------------------------------

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

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

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

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



Dated  December 27, 1994
      ------------------

                                         /s/ Paul A. Savage
                                       -----------------------------------------

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

                                       -----------------------------------------
                                                    Incorporator(s)


Mail fees: ORIGINAL, ONE EXACT OR CONFORMED COPY AND FORM 11-A (NOTE 2) to:
Secretary of State, State House, Room 204, 107 North Main Street, Concord, NH
03301-4989

                                   Page 2 of 2



                                                                    Exhibit 3.50

                                     BYLAWS

                                       OF

                            FOREST ACQUISITIONS, INC.


                                    ARTICLE I

                                     OFFICES

     1.1.  PRINCIPAL OFFICE. Until changed by the Board of Directors, the
principal office and place of business of this corporation shall be established
and maintained at 501 South Street, Concord, New Hampshire, 03304.

     1.2.  OTHER OFFICES. This corporation may also have offices at such other
places both within and without the State of New Hampshire as the Board of
Directors may from time to time determine or the business of this corporation
may require.

     1.3.  REGISTERED AGENT AND OFFICE. The registered office of this
corporation shall be the residence or business office of its Registered Agent,
in Concord, New Hampshire. The address of the Registered Agent and registered
office may be changed from time to time by resolution of the Board of Directors,
but shall in any event be maintained in the State of New Hampshire.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.1.  ANNUAL MEETINGS. Annual meetings of the stockholders, commencing with
the year 1995, shall be held at the corporation's principal office on the First
(1st) day in May or on such other date and at such time as the Board of
Directors may determine. At the annual meeting, the stockholders shall elect a
Board of Directors and transact such other business as may properly be brought
before the meeting. If the election of directors shall not be held at the annual
meeting, or any adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the stockholders as soon as
convenient thereafter.

     2.2.  SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute, by the Articles of
Incorporation, or by other agreements of this corporation, may be called by the
President or by the Board of Directors, and shall be called by the President or
the Secretary at the written request of the

                                       -1-


holders of not less than one-tenth (1/10) of all outstanding shares of this
corporation entitled to vote at the meeting. Such request shall state the
purpose or purposes of the proposed meeting. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

     2.3.  NOTICE. Except as otherwise prescribed by statute, written notice of
any annual or special meeting shall be given to each stockholder entitled to
vote there at not less than ten (10) days nor more than fifty (50) days before
the date of meeting, unless such notice be waived in writing, either before or
after the meeting, by each stockholder entitled thereto.

     2.4.  STOCKHOLDER LIST. The officer who has charge of the stock ledger of
this corporation shall keep a complete list of the stockholders entitled to vote
for the election of directors. Such list shall be open to the examination of any
stockholder, during ordinary business hours, for a period of at least ten (10)
days prior to the annual meeting of the stockholders at the business address of
the officer in charge of the stock ledger, and the list shall be produced and
kept at the time and place of election during the whole time thereof and shall
be available for the inspection of any stockholder who may be present at said
meeting.

     2.5.  QUORUM. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, then the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented, at which time any
business may be transacted which might have been transacted at the meeting as
originally notified. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Articles of Incorporation a different vote is required, in which case such
express provision shall govern and control the decision of such question. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

     2.6.  VOTING AND PROXIES. At every meeting of the stockholders, each
stockholder shall be entitled to one vote in

                                       -2-


person or by proxy for each share of the capital stock having voting power held
by such stockholder, but no proxy shall be valid after eleven (11) months from
the date of its execution, unless otherwise provided in the proxy.

     2.7.  UNANIMOUS CONSENT. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes, of the Articles of Incorporation, or
of these Bylaws, the meeting and vote of stockholders may be dispensed with if
written consents setting forth the action so taken are signed by the holders of
all outstanding shares entitled to vote on such action and are filed with the
Secretary as part of the corporate records.

                                   ARTICLE III

                                    DIRECTORS

     3.1.  NUMBER. The number of directors of this corporation shall be not less
than one (1) nor more than five (5), the exact number to be determined by vote
of the stockholders. Each director shall hold office until the next annual
meeting of stockholders and until his successor is elected and qualified.
Directors need not be stockholders or residents of the State of New Hampshire.

     3.2.  RESIGNATION. A director may resign at any time by giving written
notice to the board, the president or the secretary. Unless otherwise specified
in the notice, the resignation shall take effect upon receipt thereof by the
board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.

     3.3.  REMOVAL. At any special meeting of the stockholders called for the
purpose, any director or directors may be removed either for or without cause by
the affirmative vote of the holders of a majority of all the shares of stock
issued, outstanding, and entitled to vote. At the meeting held for the purpose
of removal, the vacancies thus created may be filled by the affirmative vote of
a majority of all of the shares of stock issued, outstanding, and entitled to
vote.

     3.4.  VACANCIES. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors or from resignation may be
filled by a majority of the directors then in office, though less than a quorum.
Unless sooner replaced, any director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor, and any directorship filled by reason
of an increase in the authorized number of directors shall be held until the
next annual election of directors.

                                       -3-


     3.5.  DUTIES AND POWERS OF DIRECTORS. The business of this corporation
shall be managed under the direction of its Board of Directors, which shall
exercise all corporate powers of this corporation and do all such lawful acts
and things as are not by statute or by the Articles of Incorporation directed or
required to be exercised or done by the stockholders.

     3.6.  MEETINGS. The Board of Directors of this corporation may hold
meetings, both regular and special, either within or without the State of
New Hampshire.

     3.7.  REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held immediately following, and at the same place as, the annual meeting of
the stockholders. In the event such meeting is not held immediately following
the annual meeting of the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors or as shall be specified in a written
waiver signed by all of the directors. The Board of Directors may provide, by
resolution, the time and place for additional regular meetings without other
notice than such resolution.

     3.8.  SPECIAL MEETINGS. Special meetings of the Board may be called by the
President with notice to each director as provided in the following section.
Special meetings shall be called by the President or the Secretary in like
manner and on like notice on the written request of one (1) director.

     3.9.  NOTICE. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board. Notice of meetings other than regular meetings shall be
given by written notice to each director, delivered in person or by mailing to
him at his last known address, such notice specifying the time and place of such
meeting. Such written notice shall be given to each director at least seven (7)
days, including the date of mailing, before the date designated therein for such
meeting. Notice of a meeting need not be given to any director who attends the
meeting without protesting the lack of notice to him or who signs a written
waiver of notice.

     3.10. QUORUM. At all meetings of the Board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the Articles of Incorporation, or by these
Bylaws. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may, until a quorum shall be present,
adjourn the meeting from time to time without notice other than announcement at
the meeting.

                                       -4-


     3.11. VOTING. At all meetings of the Board of Directors, each director
shall have one (1) vote, irrespective of the number of shares of stock that he
may hold.

     3.12. UNANIMOUS CONSENT. Any action required or permitted to be taken at
any meeting of the Board of Directors may, to the extent allowed by law, be
taken without a meeting if all members of the Board of Directors consent thereto
in writing and the writing or writings are filed with the minutes of the
proceedings of the Board.

     3.13. COMPENSATION OF DIRECTORS. The Board of Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving this corporation in any other capacity and receiving compensation
therefor.

     3.14. COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation, which,
to the extent provided in the resolutions, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the corporation and may authorize the seal of the corporation to be affixed
to all papers which may require it. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

                                   ARTICLE IV

                                    OFFICERS

     4.1.  NUMBER. The officers of this corporation shall be chosen by the Board
of Directors and shall be a President, a Treasurer, and a Secretary. The Board
of Directors may also choose a Chairman, one or more Vice Presidents, Assistant
Secretaries, and Assistant Treasurers. Two or more offices may be held by the
same person. As it shall deem necessary, the Board of Directors may appoint
other officers and agents, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.

                                       -5-


     4.2.  ELECTION. At its first meeting after each annual meeting of
stockholders, the Board of Directors shall elect a President, a Treasurer, a
Secretary, and such other officers as it shall have determined to be necessary
under the preceding section.

     4.3.  COMPENSATION. The salaries of all officers of this corporation shall
be fixed by the Board of Directors.

     4.4.  TERM. The officers of this corporation shall hold office until their
successors are chosen and shall have qualified. Any officer elected or appointed
by the Board of Directors may be removed at any time with or without cause by
the affirmative vote of a majority of the Board of Directors. Any vacancy
occurring in any office of this corporation shall be filled by the Board of
Directors as soon as convenient after the vacancy occurs.

     4.5.  DUTIES OF OFFICERS. The duties and powers of the officers of this
corporation shall be those listed below or expressly conferred upon the officer
by the Board of Directors, except where expressly delegated by the Board of
Directors to, or required by statute to be otherwise performed by, some other
officer or agent of this corporation:

     (a)   PRESIDENT. The President shall be the principal executive officer of
           this corporation, shall preside at all meetings of the Board of
           Directors and stockholders, unless a Chairman of the Board is
           appointed, and, subject to the control of the Board of Directors,
           shall in general supervise all of the business and affairs of this
           corporation. He shall (i) present at each annual meeting of the
           stockholders a report of the condition of the business of this
           corporation, (ii) cause to be called regular and special meetings of
           the stockholders and directors in accordance with these Bylaws, (iii)
           appoint and remove, employ and discharge, and fix the compensation of
           all servants, agents, and employees of this corporation, other than
           the duly appointed officers, subject to the approval of the Board of
           Directors, (iv) sign and make all contracts, leases, deeds,
           mortgages, and other instruments on behalf of this corporation which
           the Board of Directors has authorized to be executed, (v) see that
           the books, reports, statements, and certificates required of this
           corporation by the statutes are properly kept, made, and filed
           according to law, and (vi) enforce these Bylaws and perform all the
           duties incident to the position and office and which are required by
           law. He may sign certificates of stock, notes, drafts, bills of
           exchange, warrants, or

                                       -6-


           other order for the payment of money duly drawn by the Treasurer.

     (b)   CHAIRMAN. The Chairman of the Board of Directors, if one be elected,
           shall preside in lieu of the President at all meetings of the Board
           of Directors and stockholders, and he shall have and perform such
           other duties as from time to time may be assigned to him by the Board
           of Directors.

     (c)   VICE PRESIDENT. Each Vice President shall have such powers and shall
           perform such duties as shall be assigned to him by the directors and,
           in the order determined by the Board, shall, in the absence or
           disability of the President, perform the duties and exercise the
           powers of the President.

     (d)   SECRETARY. The Secretary shall attend all meetings of the Board of
           Directors and all meetings of the stockholders and shall record all
           the proceedings of said meetings in a book to be kept for that
           purpose and shall perform like duties for the standing committees
           when required. He shall give, or cause to be given, notice of all
           meetings of the stockholders and special meetings of the Board of
           Directors, be custodian of the corporate records, keep the register
           of stockholders and stock transfer records of this corporation, and
           perform such other duties as may be prescribed by the Board of
           Directors or as may be required by law. He shall have custody of the
           corporate seal of this corporation and he, or an Assistant Secretary,
           shall have authority to affix the same to any instrument requiring
           it. The Board of Directors, however, may also give general authority
           to any other officer to affix the seal of this corporation.

     (e)   TREASURER. The Treasurer shall have the custody of the corporate
           funds and securities and shall keep full and accurate accounts of
           receipts and disbursements in books belonging to this corporation and
           shall deposit all monies and other valuable effects in the name and
           to the credit of this corporation in such depositories as may be
           designated by the Board of Directors. He shall disburse the funds of
           this corporation as may be ordered by the Board of Directors, taking
           proper vouchers for such disbursements, and shall render to the
           President and the Board of Directors at its regular meetings, or when
           the Board of Directors so requires, an account of all his
           transactions as Treasurer and of the financial condition of this
           corporation. If required by the Board of Directors, he shall give
           this

                                       -7-


           corporation and maintain a bond in such sum and with such surety or
           sureties as shall be satisfactory to the Board of Directors for the
           faithful performance of the duties of his office and for the
           restoration to this corporation, in case of his death, resignation,
           retirement, or removal from office, of all books, papers, vouchers,
           money, and other property of whatever kind in his possession or under
           his control belonging to this corporation.

     (f)   ASSISTANT SECRETARY. The Assistant Secretary, or, if there be more
           than one, the Assistant Secretaries in the order determined by the
           Board of Directors, shall, in the absence or disability of the
           Secretary, perform the duties and exercise the powers of the
           Secretary and shall perform such other duties and have such other
           powers as the Board of Directors may from time to time prescribe.

     (g)   ASSISTANT TREASURER. The Assistant Treasurer, or, if there shall be
           more than one, the Assistant Treasurers in the order determined by
           the Board of Directors, shall, in the absence or disability of the
           Treasurer, perform the duties and exercise the powers of the Treasure
           and shall perform such other duties and have such other powers as the
           Board of Directors may from time to time prescribe.

                                   ARTICLE V

                              CERTIFICATES OF STOCK

     5.1.  DESCRIPTION. Every holder of stock in this corporation shall be
entitled to have a certificate, signed by or in the name of this corporation by
the President or Vice President, and countersigned by the Secretary or Assistant
Secretary of this corporation, certifying the number of shares owned by him in
this corporation and sealed with the seal of this corporation. If this
corporation shall be authorized to issue more than one class of stock, or more
than one series of any class, then the designations, preferences, and relative,
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations, or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which this corporation shall issue to represent such
class of stock; provided, however, that in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate which this
corporation shall issue to represent such class or series of stock, a statement
that this corporation will furnish without charge to each stockholder who so
requests, the designations, preferences, and relative, participating, optional,

                                       -8-


or other special rights of each class of stock or series thereof and the
qualifications, limitations, or restrictions of such preferences and/or rights.

     5.2.  LOST CERTIFICATES. A new certificate of stock may be issued in the
place of any certificate theretofore issued by this corporation, alleged to have
been lost or destroyed, and the directors may, in their discretion, require the
owner of the lost or destroyed certificate, or his legal representative, to give
this corporation a bond, in such sum as they may direct, not exceeding double
the value of the stock, to indemnify this corporation against any claim that may
be made against it on account of the alleged loss of any such certificate or the
issuance of any such new certificate.

     5.3.  FACSIMILE OF SIGNATURE. Where a certificate is manually signed on
behalf of a transfer agent or a registrar, the signature of the President, Vice
President, Secretary, or Assistant Secretary required thereon may be facsimile.
If any officer or officers who have signed, or whose facsimile signature or
signatures have been used on any such certificate or certificates, shall cease,
whether because of death, resignation, or otherwise, to be such officer or
officers of this corporation be fore such certificate or certificates have been
delivered by this corporation, then such certificate or certificates may
nevertheless be adopted by this corporation and be issued and delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures have been used thereon had not ceased to
be such officer or officers of this corporation.

     5.4.  TRANSFER OF STOCK. The stock of this corporation, irrespective of
class, shall be assignable and transferable on the books of this corporation
only by the person in whose name it appears on said books or his legal
representatives. In the case of transfer by attorney, the power of attorney,
duly executed and acknowledged, shall be deposited with the Secretary. In all
cases of transfer, the former certificate must be surrendered up and cancelled
before a new certificate shall be issued. However, in the event of loss,
mutilation, or destruction of a certificate, a duplicate certificate may be
issued upon such terms as the Board of Directors shall prescribe.

     5.5.  REGISTERED STOCKHOLDERS. This corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, to vote as such owner, and to hold liable for
calls and assessments a person registered on its books as the owner of shares,
and this corporation shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other

                                       -9-


notice thereof, except as otherwise provided by the laws of the state of
New Hampshire.

                                   ARTICLE VI

                               GENERAL PROVISIONS

     6.1.  DIVIDENDS. Dividends upon the capital stock of this corporation,
subject to the provisions in the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock of this corporation, subject to the provisions of the Articles of
Incorporation. Before payment of any dividend, there may be set aside out of any
funds of this corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, for equalizing dividends, for
repairing or maintaining any property of this corporation, or for such other
purpose as the directors shall think conducive to the interest of this
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

     6.2.  ANNUAL STATEMENT. The Board of Directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
this corporation.

     6.3.  CHECKS AND NOTES. All checks, drafts, or other orders for the payment
of money, notes, or other evidences of indebtedness issued in the name of this
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate. No loans
shall be contracted on behalf of this corporation and no evidence of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to specific
instances.

     6.4.  SEAL. The corporate seal shall be circular in form and shall contain
the name of this corporation, the year of its creation, and the words
"INCORPORATED NEW HAMPSHIRE". Said seal may be used by causing it or a facsimile
thereof to be impressed, affixed, reproduced, or imprinted.

     6.5.  NOTICE AND WAIVER OF NOTICE. Whenever notice is required by these
Bylaws to be given, personal notice is not meant unless expressly so stated, and
any notice so required shall be deemed to be sufficient if given by depositing
the same in the United States mail, postage prepaid, addressed to the person
entitled thereto at his address as it appears on the

                                      -10-


records of this corporation, and such notice shall be deemed to have been given
on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings, except as otherwise provided by
statute. Whenever any notice whatever is required to be given under the
provisions of any law or under the provisions of the Articles of Incorporation
of this corporation or these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

     6.6.  VOTING STOCK IN OTHER CORPORATIONS. Whenever this corporation shall
own stock of another corporation, the President or Treasurer, acting either in
person or by proxy, may exercise in the name on behalf of this corporation all
rights of ownership thereof, but the Board of Directors may from time to time,
either generally or in any specific instance, delegate like authority to any one
or more other persons.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.

                                  ARTICLE VIII

                                   AMENDMENTS

     These Bylaws may be altered, amended, or repealed and new bylaws adopted
only by the affirmative vote of the holders of seventy-five percent (75%) or
more of all the shares of stock then issued, outstanding, and entitled to vote.

                                   ARTICLE IX

                                 INDEMNIFICATION

     9.1.  GENERAL. This corporation shall indemnify and reimburse any person
who was or is a party to any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that such
party (or the person whose legal representative or successor such party is) was
or is (a) serving as a director, officer, or employee of this corporation, or,
at this corporation's request, of another entity in which this corporation has
an interest, or (b) serving at the request of this corporation as a fiduciary of
any deferred compensation plan of this corporation or of another entity in which
this corporation has an interest. Such indemnification and reimbursement shall
include all expenses (including attorney's fees), judgments, money decrees,
fines, penalties, or amounts

                                      -11-


paid in settlement actually and reasonably incurred by such person in connection
with the defense or reasonable settlement of any such action, suit, or
proceeding, or any appeal therefrom, to the extent and under the circumstances
permitted by the State Business Corporation Act.

     9.2.  DETERMINATION. Unless ordered by a court or administrative agency
having jurisdiction, the indemnification and reimbursement provided for above
shall be made only as authorized in a specific case upon a determination that
indemnification of the director, officer, or employee is proper in the
circumstances. With respect to persons other than directors, such determination
shall be made by the Board of Directors by a majority vote. With respect to
directors, such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit, or proceeding, (b) if such a quorum is not obtainable, or even if
obtainable, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the stockholders.

     9.3.  RIGHT NOT EXCLUSIVE. The foregoing right of indemnification shall not
be exclusive of other rights to which such person, or the legal representatives
or successors of such person, may be entitled under any agreement, law, vote of
stockholders or disinterested directors, or otherwise.


Dated: December 29, 1994

                                      -12-



                                                                    Exhibit 3.51

STATE OF NEW YORK   }
                    }   SS:
DEPARTMENT OF STATE }


I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

[SEAL]


                                               /s/ [ILLEGIBLE]

                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266(7/00)



                                                                           DC-08
DC-08                                                               950504000067

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 GRASSLANDS INC.

                Under Section 402 of the Business Corporation Law

                                   ----------

                       1.  The name of the corporation is GRASSLANDS INC.

                       2.  The purpose for which it is formed is:

                            To engage in any lawful
                            act or activity for which
                            corporations may be
                            organized under the
                            Business Corporation Law
                            of the State of New York.

                            The corporation is not
                            formed to engage in any
                            act or activity requiring
                            the consent or approval
                            of any state
                            official, department,
                            board, agency, or other
                            body without such
                            consent or approval first
                            being obtained.

                       3.  Its office in the State of New York is located in
Franklin County.

                       4.  The aggregate number of shares which the Corporation
shall have authority to issue is 200 common shares without par value.

                       5.  The Secretary of State of the State of New York is
designated as the agent of the Corporation upon whom process against it may be
served. The address to which the Secretary of State shall mail a copy of any
process which may be served upon him is 417 East Main Street, Malone, New York
12953.

                       6.  The subscriber is at least eighteen years of age.

                                        1


                       IN WITNESS WHEREOF the subscriber has signed this
certificate on the 3rd day of May, [ILLEGIBLE]


                             /s/ Howard J. Cornwell
                             --------------------------------------------------
                             HOWARD J. CORNWELL
                             [ILLEGIBLE] BOX 77
                             Central Bridge, New York 12035-9706

STATE OF NEW YORK  }
COUNTY OF ONEIDA   } ss.

     On this 3rd day of May, 1995, before me, the subscriber personally appeared
HOWARD J. CORNWELL, to me known and known to me to be the person described in
and who executed the foregoing instrument and he duly personally acknowledged to
me that he executed the same.

                             /s/ Daniel S. Cohen
                             --------------------------------------------------
                             Notary Public

                             [SEAL]

                                        2


                                                                    950504000067

                                 CERTIFICATE OF

                                  INCORPORATION

                                       OF

                                 GRASSLANDS INC.

[SEAL]

[SEAL]

[ILLEGIBLE]

            STATE OF NEW YORK
            DEPARTMENT OF STATE
            FILED MAY 04, 1995
            TAX $10
            BY:  /s/ [ILLEGIBLE]
                --------------------
                 Frank-Co

                                     BILLED

Filed By:

Evans, Bankert, Cohen, Lutz & Panzone
231 Genesee Street, 5th Floor
Utica  NY 13501

D.C. -08                                                            950504000069

                                        3


STATE OF NEW YORK   }
                       SS:
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

[SEAL]


                                               /s/ [ILLEGIBLE]

                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266(7/00)



                                                                  F 981029000686

                              CERTIFICATE OF MERGER

                                       OF

                              GL ACQUISITION, INC.

                                       AND

                                 GRASSLANDS INC.

                                      INTO

                                 GRASSLANDS INC.

                Under Section 904 of the Business Corporation Law

     We, the undersigned, being respectively the Vice President and Assistant
Secretary of GL Acquisition Inc., and the President and Secretary of Grasslands
Inc., certify:

The Agreement and Plan of the Merger was adopted by the board of directors of
each constituent corporation.

     1.   The name of each constituent corporation is as follows:

                    GL Acquisition, Inc., and Grasslands Inc.

     2.   The name of the surviving corporation is:

                                 Grasslands Inc.

     3.   The number of outstanding shares of GL Acquisition, Inc. is ten (10)
          shares without par value, all of which are entitled to vote. The
          number of outstanding shares of Grasslands Inc. is thirty six (36)
          shares without par value, all of which shares are entitled to vote.

     4.   The Certificate of Incorporation of GL Acquisition, Inc., was filed by
          the Department of State on the 8th day of October, 1998 and the
          Certificate of Incorporation of Grasslands Inc., was filed by the
          Department of State on May 4, 1995.

     5.   The Merger was authorized by the Unanimous Written Consent of all
          outstanding shares of GL Acquisition, Inc., entitled to

                                        1


          vote thereon and by the Unanimous Written Consent of all outstanding
          shares of Grasslands Inc., entitled to vote thereon.

     6.   The Merger shall be effective on the filing of this Certificate of
          Merger by the Department of State.

     IN WITNESS WHEREOF, the undersigned have each signed this certificate and
affirmed the truth of the statements contained therein under penalty of perjury
this 29th of October, 1998.


                                          GL ACQUISITION, INC.


                                          By:    /s/ Jerry S. Cifor
                                               ---------------------------------
                                               Jerry S. Cifor, Vice President
                                               and Assistant Secretary

                                        2


                                          GRASSLANDS INC.

                                          By:    /s/ Howard J. Cornwell
                                               ---------------------------------
                                               Howard J. Cornwell, President

                                          By:    /s/ Chester W. Bisnett
                                               ---------------------------------
                                               Chester W. Bisnett, Secretary

                                        3


                                                                  F 981029000686

                              CERTIFICATE OF MERGER

                                       OF

                              GL ACQUISITION, INC.

                                       AND

                                 GRASSLANDS INC.

                                      INTO

                                 GRASSLANDS INC.

                Under Section 904 of the Business Corporation Law

                                                            STATE OF NEW YORK
                                                           DEPARTMENT OF STATE
                                                         FILED OCT 29 1998
                                                         TAX $0
                                                         BY:    /s/ Franklin
                                                             ------------------
                                                                FRANKLIN

                                                  52 James Street
                                                  Albany, NY 12207

                                                  (800) 873-3482
                                                  (800) 234-8522 FAX
[NATIONWIDE INFORMATION SERVICES INC. LOGO]

                                                  FILED:
                                                  Jack Quigley
                                                  Corporate Assistant Manager

                                                                    981029000708

                                        4



                                                                    Exhibit 3.52


                                     BY-LAWS


                                       OF


                                GRASSLANDS, INC.


                                                      EFFECTIVE OCTOBER 29, 1998



                                   BY-LAWS OF

                              GL ACQUISITION, INC.


                               ARTICLE I - OFFICES

     The principal office of the Corporation shall be in the County of Franklin,
State of New York. The Corporation may also have offices at such other places
within the State of New York as the Board may from time to time determine or the
business of the Corporation may require.

                            ARTICLE II - SHAREHOLDERS

     1.   PLACE OF MEETINGS. Meetings of the shareholders shall be held at the
principal office of the Corporation or at such place within or without the State
of New York as the Board shall authorize.

     2.   ANNUAL MEETING. The annual meeting of the shareholders shall be held
on the first day of October, at 10:00 a.m. in each year if not a legal holiday,
and, if a legal holiday, then on the next business day following the same hour,
when the shareholders shall elect a Board and transact such other business as
may properly come before the meeting.

     3.   SPECIAL MEETINGS. Special meetings of the shareholders may be called
by the Board or by the President and shall be called by the President or the
Secretary at the request in writing of a majority of the Board or at the request
in writing by shareholders owning a majority in amount of the shares issued and
outstanding. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at a special meeting shall be confined to the
purposes stated in the notice.

     4.   FIXING RECORD DATE. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board shall fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than fifty (50) days nor less than ten (10) days before the date of such
meeting, nor more than fifty (50) days prior to any other action. If no record
date is fixed, it shall be determined in accordance with the provisions of law.

     5.   NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of each meeting of
shareholders shall state the purpose or purposes for which the meeting is
called, the

                                        1


place, date and hour of the meeting and unless it is the annual meeting, shall
indicate that it is being issued by or at the direction of the person or persons
calling the meeting. Notice shall be given either personally or by mail to each
shareholder entitled to vote at such meeting, not less than three (3) nor more
than fifty (50) days before the date of the meeting. If action is proposed to be
taken that might entitle shareholders to payment for their shares, the notice
shall include a statement of that purpose and to that effect. If mailed, the
notice is given when deposited in the United States mail, with postage thereon
prepaid, directed to the shareholder at his address as it appears on the record
of shareholders, or, if he shall have filed with the Secretary a written request
that notices to him be mailed to some other address, then directed to him at
such other address.

     6.   WAIVERS. Notice of meeting need not be given to any shareholder who
signs a waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him.

     7.   QUORUM OF SHAREHOLDERS. Unless the certificate of incorporation
provides otherwise, the holders of a majority of the shares entitled to vote
thereat shall constitute a quorum at a meeting of shareholders for the
transaction of any business, provided that when a specified item of business is
required to be voted on by a class or classes, the holders of a majority of the
shares of such class or classes shall constitute a quorum for the transaction of
such specified items of business.

          When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders.

          The shareholders present may adjourn the meeting despite the absence
of a quorum.

     8.   PROXIES. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy.

          Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.

     9.   QUALIFICATION OF VOTERS. Every shareholder of record shall be entitled
at every meeting of shareholders, to one vote for every share in his name on the
record of shareholders, unless otherwise provided in the certificate of
incorporation.

     10.  VOTE OF SHAREHOLDERS. Except as otherwise required by statute or by

                                        2


the certificate of incorporation:

          A.   Directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

          B.   All other corporate action shall be authorized by a majority of
the votes cast.

     11.  WRITTEN CONSENT OF SHAREHOLDERS. Any action that may be taken by vote
may be taken without a meeting on written consent, setting forth the action so
taken, signed by the holders of all the outstanding shares entitled to vote
thereon or signed by the holders of two-thirds of all of the outstanding shares.

                             ARTICLE III - DIRECTORS

     1.   BOARD OF DIRECTORS. Subject to any provision in the certificate of
incorporation the business of the Corporation shall be managed by its Board of
Directors, each of whom shall be at least twenty-one (21) years of age but need
not be shareholders.

     2.   NUMBER OF DIRECTORS. The number of Directors shall initially be three
(3). Either the Board or the shareholders may increase or decrease the number of
Directors.

     3.   ELECTION AND TERM OF DIRECTORS. At each annual meeting of
shareholders, the shareholders shall elect Directors to hold office until the
next annual meeting. Each Director shall hold office until the expiration of the
term for which he is elected and until his successor has been elected and
qualified, or until his prior resignation or removal.

     4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships
resulting from an increase in the number of Directors and vacancies occurring in
the Board for any reason except the removal of Directors without cause may be
filled by a vote of a majority of the Directors then in office, although less
than a quorum exists, unless otherwise provided in the certificate of
incorporation. A Director elected to fill a vacancy caused by resignation, death
or removal, shall be elected to hold office for the unexpired term of his
predecessor.

     5.   REMOVAL OF DIRECTORS. Any or all of the Directors may be removed for
cause by vote of the shareholders or by action of the Board. Directors may be
removed without cause only by vote of the shareholders.

     6.   RESIGNATION. A Director may resign at any time by giving written
notice to the Board, the President or the Secretary of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.

                                        3


     7.   QUORUM OF DIRECTORS. Unless otherwise provided in the certificate of
incorporation, a majority of the entire Board shall constitute a quorum for the
transaction of business or of any specified item of business.

     8.   ACTION OF THE BOARD. Unless otherwise required by law, the vote of a
majority of the Directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the Board. Each Director present shall
have one vote regardless of the number of shares, if any, which he may hold.

     9.   PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meetings at
the office of the Corporation or at such other places, either within or without
the State of New York, as it may from time to time determine.

     10.  REGULAR ANNUAL MEETING. A regular annual meeting of the Board shall be
held immediately following the annual meeting of shareholders at the place of
such annual meeting of shareholders.

     11.  NOTICE OF MEETING OF THE BOARD, ADJOURNMENT.

          A.   Regular meetings of the Board may be held without notice at such
time and place as it shall from time to time determine. Special meetings of the
Board shall be held upon notice to the Directors and may be called by the
President upon two (2) days notice to each Director either personally or by mail
or by facsimile; special meetings shall be called by the President or by the
Secretary in a like manner on written request of two (2) Directors. Notice of a
meeting need not be given to any Director who submits a waiver of notice whether
before or after the meeting or who attends the meeting without protest prior
thereto or at its commencement, the lack of notice to him.

          B.   A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all Directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other Directors.

     12.  CHAIRMAN. At all meetings of the Board, the President, or in his
absence a Chairman chosen by the Board, shall preside.

     13.  EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution adopted by a
majority of the entire Board, may designate from among its members an executive
committee and other committees, each consisting of any number of Directors, each
such committee shall serve at the pleasure of the Board.

     14.  COMPENSATION. No compensation shall be paid to Directors, as such, for
their services, but by resolution of the Board a fixed sum and expenses for
actual attendance, at each regular or special meeting of the Board may be
authorized. Nothing herein contained

                                        4


shall be construed to preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefore.

     15.  TELEPHONIC CONFERENCE. Any one or more members of the Board of
Directors, or of any committee thereof, may participate in the meeting of such
Board or committee by means of a conference phone or similar equipment which
allows all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at such a
meeting.

     16.  DIRECTORS CONSENT. Any action that may be taken by vote may be taken
without a meeting on written consent, setting forth the action so taken, signed
by all the Directors entitled to vote thereon.

                              ARTICLE IV - OFFICES

     1.   OFFICES, ELECTION, TERM.

          A.   Unless otherwise provided for in the certificate of
incorporation, the Board may elect to appoint a president, one (1) or more vice
presidents, a secretary and a treasurer, and such other offices as it may
determine, who shall have such duties, powers and functions as hereinafter
provided.

          B.   All officers shall be elected or appointed to hold office until
the meeting of the Board following the annual meeting of shareholders.

          C.   Each officer shall hold office for the term for which he is
elected or appointed until his successor has been elected or appointed and
qualified.

     2.   REMOVAL, RESIGNATION, SALARY, ETC.

          A.   Any officer elected or appointed by the Board may be removed by
the Board with or without cause.

          B.   In the event of the death, resignation or removal of an officer,
the Board in its discretion may elect or appoint a successor to fill the
unexpired term.

          C.   Any two (2) or more offices may be held by the same person.

          D.   The salaries of all officers shall be fixed by the Board.

          E.   The Directors may require any officer to give security for the
faithful performance of his duties.

                                       5


     3.   PRESIDENT.  The President shall be the chief executive officer of the
Corporation; he shall preside at all meetings of the shareholders and of the
Board; he shall have the management of the business of the Corporation and shall
see that all orders and resolutions of the Board are carried into effect.

     4.   VICE-PRESIDENTS.  During the absence or disability of the President,
the Vice-President, if any, or if there are more than one, the executive
Vice-President, shall have all the powers and functions of the President. Each
Vice-President shall perform such other duties as the Board shall prescribe.

     5.   SECRETARY.  The Secretary shall:

          A.   Attend all meetings of the Board and of the shareholders;

          B.   Record all votes and minutes of all proceedings in a book to be
kept for that purpose;

          C.   Give or cause to be given notice of all meetings of shareholders
and of special meetings of the Board;

          D.   Keep in safe custody the seal of the corporation and affix it to
any instrument when authorized by the Board;

          E.   When required, prepare or cause to be prepared and available at
each meeting of shareholders a certified list in alphabetical order of the names
of the shareholders entitled to vote thereat, indicating the number of shares of
each respective class held by each;

          F.   Keep all the documents and records of the Corporation as required
by law or otherwise in a proper and safe manner;

          G.   Perform such other duties as may be prescribed by the Board.

     6.   ASSISTANT SECRETARIES. During the absence or disability of the
Secretary, the assistant secretary, if any, or if there are more than one, the
one so designated by the Secretary or by the Board, shall have all the powers
and functions of the Secretary.

     7.   TREASURER.  The Treasurer shall:

          A.   Have the custody of the corporate funds and securities;

          B.   Keep full and accurate accounts of receipts and disbursements in
the corporate books;

          C.   Deposit all money and other valuables in the name and to the
credit of the

                                       6


Corporation in such depositories as may be designated by the Board;

          D.   Disburse the funds of the Corporation as may be ordered or
authorized by the Board and preserve proper vouchers for such disbursements;

          E.   Render to the President and Board at the regular meetings of the
Board, or whenever they require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation;

          F.   Render a full financial report at the annual meeting of the
shareholders is so requested;

          G.   Be furnished by all corporate officers and agents at his request,
with such reports and statements as he may require as to all financial
transactions of the Corporation;

          H.   Perform such other duties as are given to him by these By-Laws or
as from time to time are assigned to him by the Board or the President.

     8.   ASSISTANT TREASURER. During the absence or disability of the
Treasurer, the assistant treasurer, if any, or if there are more than one (1),
the one so designated by the Secretary or by the Board, shall have all the
powers and functions of the Treasurer.

     9.   SURETIES AND BONDS. In case the Board shall so require, any officer or
agent of the Corporation shall execute to the Corporation a bond in such sum and
with such surety or sureties as the Board may direct, conditioned upon the
faithful performance of his duties to the Corporation and including
responsibility for negligence and for the account of all property, funds or
securities of the Corporation which may come into his hands.

                       ARTICLE V - CERTIFICATES FOR SHARES

     1.   CERTIFICATES. The shares of the Corporation shall be represented by
certificates. They shall be numbered and entered in the books of the Corporation
as they are issued. They shall exhibit the holder's name and the number of
shares and shall be signed by the President or Vice President and the Treasurer
or the Secretary and shall bear the corporate seal.

     2.   LOST OR DESTROYED CERTIFICATES. The Board may direct a new certificate
or certificates to be issued in place of the certificate or certificates
theretofore issued by the Corporation, alleged to have been lost or destroyed,
upon the making of an affidavit of the fact by the person claiming the
certificate to be lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board may in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or

                                       7


certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the Corporation a bond in such sum with such
surety or sureties as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost or destroyed.

     3.   TRANSFERS OF SHARES.

          A.   Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the Corporation which shall be kept at its principal
office. No transfer shall be made within ten (10) days preceding the annual
meeting of shareholders.

          B.   The Corporation shall be entitled to treat the holder of  record
of any share as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the State of New York.

     4.   CLOSING TRANSFER BOOKS. The Board shall have the power to close the
share transfer books of the Corporation for a period of not more than ten (10)
days during the thirty (30) day period immediately preceding (a) any
shareholders' meeting, or (b) any date upon which shareholders shall be called
upon to or have a right to take action without a meeting, or (c) any date fixed
for the payment of a dividend or any other form of distribution, and only those
shareholders of record at the time the transfer books are closed, shall be
recognized as such for the purpose of (x) receiving notice of or voting at such
meeting, or (y) allowing them to take appropriate action, or (z) entitling them
to receive any dividend or other form of distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to any provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the Corporation may be
declared in such amounts and at such time or times as the Board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the Corporation available for dividends such sum or sums as the Board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purposes the Board shall think
conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve.

                                       8


                          ARTICLE VII - CORPORATE SEAL

     The seal of the Corporation shall be circular in form and bear the name of
the Corporation, the year of its organization and the words "Corporate Seal,
New York". The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.

                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

     All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the Board may from time to time designate.

                            ARTICLE IX - FISCAL YEAR

     The fiscal year shall begin on the 1st day of May in each year.

             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these By-Laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                           ARTICLE XI - BY-LAW CHANGES

     1.   AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

          A.   Except as otherwise provided in the certificate of incorporation,
the By-Laws may be amended, repealed or adopted by vote of the holders of the
shares at the time entitled to vote in the election of any Directors. By-Laws
may also be amended, repealed or adopted by the Board but any By-law adopted by
the Board may be amended by the shareholders entitled to vote thereon as
hereinabove provided.

                                       9


          B.   If any By-law regulating an impending election of Directors is
adopted, amended or repealed by the Board, there shall be set forth in the
notice of the next meeting of shareholders for the election of Directors the
By-law so adopted, amended or repealed, together with the concise statement of
the changes made.

                          ARTICLE XII - INDEMNIFICATION

     The Corporation shall indemnify any person made a party to an action by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he, his testator, or intestate, is or was a director or officer of
the Corporation, against the reasonable expenses, including, attorneys' fees,
actually and necessarily incurred by him in connection with the defense of such
action, or in connection with an appeal therein, except in relation to matters
as to which such director or officer is adjudged to have breached his duty to
the Corporation under Sections 715 or 717 of the New York State Business
Corporation Law.

     The Indemnification herein provided shall not include amounts paid in
settling or otherwise disposing of a threatened action, or a pending action with
or without court approval or expenses incurred in defending a threatened action
or a pending action which is settled for or otherwise disposed of without court
approval.

                                       10



                                                                    Exhibit 3.53

STATE OF NEW YORK   }
                    }   SS:
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002


[SEAL]

                                               /s/ [ILLEGIBLE]

                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266(7/00)



                          CERTIFICATE OF INCORPORATION

                                       OF

                            HAKES C&D DISPOSAL, INC.

                Under Section 402 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

          1.   The name of the corporation is:

                          HAKES C&D DISPOSAL, INC.

          2.   The purpose or purposes for which the corporation is formed are
as follows; to wit:

To engage in any lawful act or activity for which corporations may be formed
under the Business Corporation Law. The corporation is not formed to engage in
any act or activity requiring the consent or approval of any state official,
department, board, agency or other body without such consent or approval first
being obtained.

To own, operate, manage, acquire and deal in property, real and personal, which
may be necessary to the conduct of the business.

The corporation shall have all of the powers enumerated in section 202 of the
Business Corporation Law, subject to any limitations provided in the Business
Corporation Law or any other statute in the State of New York.

          3.   A director of the corporation shall not be held liable to the
corporation or its shareholders for damages for any breach of duty in such
capacity except for

          (i)   liability if a judgment or other final adjudication adverse to
a director establishes that his or her acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law, or that the
director personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled or that the director's acts violated
BCL Section 719; or

          (ii)  liability for any act or omission prior to the adoption of this
provision.

          4.   The county in which the office of the corporation is to be
located in the State of New York is: Chemung

                                        1


          5.   The aggregate number of shares which the corporation shall have
authority to Issue is: 200 shares, no par value.

          6.   The Secretary of State is designated as agent of the corporation
upon whom process against if may be served. The post office address to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is:

               The corporation
               4644 Meads Creek Road
               Painted Post, New York 14870

          The Undersigned incorporator is of the age of eighteen years or over.

          IN WITNESS WHEREOF, this certificate has been subscribed this 26th day
of January, 1990 by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.


                                                      Laura A. Faircloth
                                                      ---------------------
                                                      Laura A. Faircloth
                                                      33 Rensselaer Street
                                                      Albany, New York 12202

                                        2


                                                                              XL

                          CERTIFICATE OF INCORPORATION

                                       OF

                            HAKES C&D DISPOSAL, INC.


[SEAL]

                                                     STATE OF NEW YORK
                                                    DEPARTMENT OF STATE

                                                    Filed JAN 29 1990

                                                    AMT OF CHECK $ 120
                                                    FILING FEE $ 100
                                                    [ILLEGIBLE] $ 10
                                                    COUNTY FEE $ _______
                                                    COPY $______________
                                                    CERT $______________
                                                    REFUND $____________
                                                    SPEC HANDLE $ 10

                                                    BY: /s/ [ILLEGIBLE]
                                                       --------------------
                                                        [ILLEGIBLE]


FILED BY: Rossettie & Rossettie
          265 West Pulteney Street
          Corning, New York 14830

[SEAL]

                                 /s/ [ILLEGIBLE]

                                   [ILLEGIBLE]

                                   [ILLEGIBLE]



STATE OF NEW YORK   }
                      SS:
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

[SEAL]


                                                        /s/ [ILLEGIBLE]

                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266(7/00)



CT-07                                                             F 010226000163

                              CERTIFICATE OF CHANGE
                                       OF
                             Hakes C&D Disposal Inc.

               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

     1.   The name of the corporation is Hakes C&D Disposal, Inc. It was
incorporated under the name Hakes C&D Disposal, Inc.

     2.   The Certificate of incorporation of said corporation was filed by the
Department of State on January 29, 1990.

     3.   The following was authorized by the Board of Directors:

     To change the post office address to which the Secretary of State shall
mail a copy of process in any action or proceeding against the corporation which
may be served on him from c/o The Corporation, 4644 Meads Creek Road, Painted
Post, NY 14870 to c/o C T Corporation System, 111 Eighth Avenue, New York, N.Y.
10011.

     To designate C T CORPORATION SYSTEM, 111 Eighth Avenue, New York, N.Y.
10011 as its registered agent in New York upon whom all process against the
corporation may be served.


                                                    /s/ Jerry S. Cifor
                                                --------------------------------
                                Jerry S. Cifor, Vice President and Treasurer

                                        1


                                                           CT-07 F 010226000 163
                                                                           CT-07

                              CERTIFICATE OF CHANGE

                                       OF

                            HAKES C&D DISPOSAL, INC.

               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW


                                                              ICC
                                                         STATE OF NEW YORK
                                                        DEPARTMENT OF STATE
                                                      FILED FEB 28 2001
                                                      TAX $__________________
                                                      BY: /s/ [ILLEGIBLE]
                                                          -------------------
                                                           Chem


                           Casella Waste Systems, Inc.
                               25 Greens Hill Lane
                                  P.O. Box 866
                                Rutland, VT 05701

                                        2



                                                                    Exhibit 3.54

                                    EXHIBIT A

                                     BY-LAWS

                                       of

                           HAKES C & D DISPOSAL, INC.

                               ARTICLE I - OFFICES

     The principal office of the corporation shall be in the 4644 MEADS CREEK
ROAD of PAINTED POST County of STEUBEN State of New York. The corporation may
also have offices at such other places within or without the State of New York
as the board may from time to time determine or the business of the corporation
may require.

                           ARTICLE II - SHAREHOLDERS

1.   PLACE OF MEETINGS.

     Meetings of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of New York as the
board shall authorize.

2.   ANNUAL MEETING.

     The annual meeting of the shareholders shall be held on the FIRST BUSINESS
day of JANUARY at 11:00 A.M. in each year if not a legal holiday, and, if a
legal holiday, then on the next business day following in at the same hour, when
the shareholders shall elect a board and transact such other business as may
properly come before the meeting.

3.   SPECIAL MEETINGS.

     Special meetings of the shareholders may be called by the board or by the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.

4.   FIXING RECORD DATE.

     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other

                                    By-Laws A


action, the board shall fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than fifty nor less
than ten days before the date of such meeting, nor more than fifty days prior
to any other action. If no record date is fixed it shall be determined in
accordance with the provisions of law.

5.   NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders, or,
if he shall have filed with the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.

6.   WAIVERS.

     Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

7.   QUORUM OF SHAREHOLDERS.

     Unless the certificate of incorporation provides otherwise, the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of any business, provided that when
a specified item of business is required to be voted on by a class or classes,
the holders of a majority of the shares of such class or classes shall
constitute a quorum for the transaction of such specified item of business.

     When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any shareholders.

     The shareholders present may adjourn the meeting despite the absence of a
quorum.

                                    By-Laws B


8.   PROXIES.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.

     Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.

9.   QUALIFICATION OF VOTERS.

     Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

10.  VOTE OF SHAREHOLDERS.

     Except as otherwise required by statute or by the certificate of
incorporation;

     (a) directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

     (b) all other corporate action shall be authorized by a majority of the
votes cast.

11.  WRITTEN CONSENT OF SHAREHOLDERS.

     Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of all
the outstanding shares entitled to vote thereon or signed by such lesser number
of holders as may be provided for in the certificate of incorporation.

                             ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS.

     Subject to any provision in the certificate of incorporation the business
of the corporation shall be managed by its board of directors, each of whom
shall be at least 18 years of age and                 be shareholders.

2    NUMBER OF DIRECTORS.

     The number of directors shall be ONE When all of the shares are owned by
less than three shareholders, the number of directors may be less than three but
not less than the number of shareholders.

                                    By-Laws C


3.   ELECTION AND TERM OF DIRECTORS.

     At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall hold
office until the expiration of the term for which he is elected and until his
successor has been elected and qualified, or until his prior resignation or
removal.

4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
provided in the certificate of incorporation. Vacancies occurring by reason of
the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.

5.   REMOVAL OF DIRECTORS.

     Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the shareholders.

6.   RESIGNATION.

     A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary
to make it effective.

7.   QUORUM OF DIRECTORS.

     Unless otherwise provided in the certificate of incorporation, a majority
of the entire board shall constitute a quorum for the transaction of business or
of any specified item of business.

8.   ACTION OF THE BOARD.

     Unless otherwise required by law, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the board. Each director present shall have one vote regardless of
the number of shares, if any, which he may hold.

                                    By-Laws D


9.   PLACE AND TIME OF BOARD MEETINGS.

     The board may hold its meetings at the office of the corporation or at such
other places, either within or without the State of New York, as it may from
time to time determine.

10.  REGULAR ANNUAL MEETING.

     A regular annual meeting of the board shall be held immediately following
the annual meeting of shareholders at the place of such annual meeting of
shareholders.

11.  NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

     (a) Regular meetings of the board may be held without notice at such time
and place as it shall from time to time determine. Special meetings of the board
shall be held upon notice to the directors and may be called by the president
upon three days notice to each director either personally or by mail or by wire;
special meetings shall be called by the president or by the secretary in a like
manner on written request of two directors. Notice of a meeting need not be
given to any director who submits a waiver of notice whether before or after the
meeting or who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice to him.

     (b) A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

12.  CHAIRMAN.

     At all meetings of the board the president, or in his absence, a chairman
chosen by the board shall preside.

13.  EXECUTIVE AND OTHER COMMITTEES.

     The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.

14.  COMPENSATION.

     No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance,
at each regular or special meeting of the board may be author-

                                    By-Laws E


ized. Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

                              ARTICLE IV - OFFICERS

1.   OFFICES, ELECTION, TERM.

     (a) Unless otherwise provided for in the certificate of incorporation, the
board may elect or appoint a president, one or more vice-presidents, a secretary
and a treasurer, and such other officers as it may determine, who shall have
such duties, powers and functions as hereinafter provided.

     (b) All officers shall be elected or appointed to hold office until the
meeting of the board following the annual meeting of shareholders.

     (c) Each officer shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified

2.   REMOVAL, RESIGNATION, SALARY, ETC.

     (a) Any officer elected or appointed by the board may be removed by the
board with or without cause.

     (b) In the event of the death, resignation or removal of an officer, the
board in its discretion may elect or appoint a successor to fill the unexpired
term.

     (c) Any two or more offices may be held by the same person, except the
offices of president and secretary. When all of the issued and outstanding stock
of the corporation is owned by one person, such person may hold all or any
combination of offices.

     (d) The salaries of all officers shall be fixed by the board.

     (e) The directors may require any officer to give security for the faithful
performance of his duties.

3.   PRESIDENT.

     The president shall be the chief executive officer of the corporation; he
shall preside at all meetings of the shareholders and of the board; he shall
have the management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect.

4.   VICE-PRESIDENTS.

     During the absence or disability of the president, the vice-president, or
if there are more than one, the executive vice-president, shall have all

                                    By-Laws F


the powers and functions of the president. Each vice-president shall perform
such other duties as the board shall prescribe.

5.   SECRETARY.

     The secretary shall:

     (a) attend all meetings of the board and of the shareholders;

     (b) record all votes and minutes of all proceedings in a book to be kept
for that purpose;

     (c) give or cause to be given notice of all meetings of shareholders and of
special meetings of the board;

     (d) keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;

     (e) when required, prepare or cause to be prepared and available at each
meeting of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of each
respective class held by each;

     (f) keep all the documents and records of the corporation as required by
law or otherwise in a proper and safe manner.

     (g) perform such other duties as may be prescribed by the board.

6.   ASSISTANT-SECRETARIES.

     During the absence or disability of the secretary, the assistant-secretary,
or if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the secretary.

7.   TREASURER.

     The treasurer shall:

     (a) have the custody of the corporate funds and securities;

     (b) keep full and accurate accounts of receipts and disbursements in the
corporate books;

     (c) deposit all money and other valuables in the name and to the credit of
the corporation in such depositories as may be designated by the board;

     (d) disburse the funds of the corporation as may be ordered or authorized
by the board and preserve proper vouchers for such disbursements;

     (e) render to the president and board at the regular meetings of the board,
or whenever they require it, an account of all his transactions as

                                    By-Laws G


treasurer and of the financial condition of the corporation;

     (f) render a full financial report at the annual meeting of the
shareholders if so requested;

     (g) be furnished by all corporate officers and agents at his request, with
such reports and statements as he may require as to all financial transactions
of the corporation;

     (h) perform such other duties as are given to him by these by-laws or as
from time to time are assigned to him by the board or the president.

8.   ASSISTANT-TREASURER.

     During the absence or disability of the treasurer, the assistant-treasurer,
or if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the treasurer.

9.   SURETIES AND BONDS.

     In case the board shall so require, any officer or agent of the corporation
shall execute to the corporation a bond in such sum and with such surety or
sureties as the board may direct, conditioned upon the faithful performance of
his duties to the corporation and including responsibility for negligence and
for the accounting for all property, funds or securities of the corporation
which may come into his hands.

                       ARTICLE V - CERTIFICATES FOR SHARES

1.   CERTIFICATES.

     The shares of the corporation shall be represented by certificates. They
shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the president or a vice-president and the treasurer or the
secretary and shall bear the corporate seal.

2.   LOST OR DESTROYED CERTIFICATES.

     The board may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation,
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall

                                    By-Laws H


require and/or give the corporation a bond in such sum and with such surety or
sureties as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost or destroyed.

3.   TRANSFERS OF SHARES.

     (a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered
on the transfer book of the corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.

     (b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of New York.

4.   CLOSING TRANSFER BOOKS.

     The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to the provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the corporation may be
declared in such amounts and at such time or times as the board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the corporation available for dividends such sum or sums as the board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other

                                    By-Laws I


purpose as the board shall think conducive to the interests of the corporation,
and the board may modify or abolish any such reserve.

                          ARTICLE VII - CORPORATE SEAL

     The seal of the corporation shall be circular in form and bear the name of
the corporation, the year of its organization and the words "Corporate Seal, New
York." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.

                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

     All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.

                            ARTICLE IX - FISCAL YEAR

     The fiscal year shall begin the first day of               in each year.

              ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these by-laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                           ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

     (a) Except as otherwise provided in the certificate of incorporation the
by-laws may be amended, repealed or adopted by vote of the holders of the shares
at the time entitled to vote in the election of any directors. By-laws may also
be amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon as hereinabove
provided.

     (b) If any by-law regulating an impending election of directors is adopted,
amended or repealed by the board, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors the by-law so
adopted, amended or repealed, together with a concise statement of the changes
made.

                                   By-Laws J



                                                                    Exhibit 3.55

STATE OF NEW YORK   }
                    } SS:
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28, 2002

[SEAL]


                                               /s/ [ILLEGIBLE]

                                               SPECIAL DEPUTY SECRETARY OF STATE



                          CERTIFICATE OF INCORPORATION

                                       OF                          F901005000273

                         HIRAM HOLLOW REGENERATION CORP.

                UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW

     THE UNDERSIGNED, for the purpose of forming a corporation pursuant to
Section 402 of the Business Corporation Law of the State of New York, does
hereby certify:

     FIRST:     The name of the proposed corporation shall be:

                         HIRAM HOLLOW REGENERATION CORP.

     SECOND:    The purpose for which it is to be formed is to engage in any
lawful act or activity for which corporations may be organized under the
Business Corporation Law of the State of New York. The corporation is not formed
to engage in any act or activity requiring the consent or approval of any state
official, department, board, agency, or other body without such consent or
approval first being obtained.

     THIRD:     The office of the corporation is to be located in the Town of
Moreau, County of Saratoga and State of New York.

     FOURTH:    The total number of shares that may be issued by the corporation
is two hundred (200) shares of common stock, all of which shall be without par
value.

     FIFTH:     The Secretary of State of the State of New York is designated as
the agent of the corporation upon whom process in any action or proceeding
against the corporation may be served.

                                        1


The address to which the Secretary of State shall mail a copy of process in any
action or proceeding against the corporation which may be served upon him is:

     Peter M. Barden
     150 Washburn Road
     Gansevoort, NY 12831

     IN WITNESS WHEREOF, I have made, signed and acknowledged this Certificate
this 28th day of September, 1990.

                                                  /s/ Peter M. Barden
                                                  ------------------------------
                                                  PETER M. BARDEN - Incorporator
                                                  Address of Incorporator:
                                                  150 Washburn Road
                                                  Gansevoort, NY 12831


STATE OF NEW YORK  )
                   )SS.:
COUNTY OF WARREN   )

     On this 28th day of September, 1990, before me, the subscriber, personally
came

                                 PETER M. BARDEN

to me known, and known to me to be the person described in and who executed the
foregoing Certificate, and he duly acknowledged to me that he executed the same.


                                                  /s/ J. David Little
                                                  ------------------------------
                                                  Notary Public

[SEAL]

                                        2


                                                                   F901005000273

[SEAL]

                                                              STATE OF NEW YORK
                                                             DEPARTMENT OF STATE
                                                              FILED OCT 05 1990
                                                               TAX $ 10.00

                                                              BY: /s/[ILLEGIBLE]
                                                                  -------------
                                                                  [ILLEGIBLE]

                          CERTIFICATE OF INCORPORATION

                                       OF

                         HIRAM HOLLOW REGENERATION CORP.


                                LITTLE & O'CONNOR
                                ATTORNEYS AT LAW
                         NINETEEN WEST NOTRE DAME STREET
                                  P.O. BOX 898
                        GLENS FALLS, NEW YORK 12801-0898

                                                                    901005000317

[SEAL]

                                       3



                                                                    Exhibit 3.56

                                     BY-LAWS

                                       of

                         HIRAM HOLLOW REGENERATION CORP.

                              ARTICLE I - OFFICES

     The principal office of the corporation shall be in the Town of Moreau
County of Saratoga State of New York. The corporation may also have offices at
such other places within or without the State of New York as the board may from
time to time determine or the business of the corporation may require.

                            ARTICLE II - SHAREHOLDERS

1.   PLACE OF MEETINGS.

     Meetings of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of New York as the
board shall authorize.

2.   ANNUAL MEETING.

     The annual meeting of the shareholders shall be held on the 15th day of
April at 10:00 A. M. in each year if not a legal holiday, and, if a legal
holiday, then on the next business day following at the same hour, when the
shareholders shall elect a board and transact such other business as may
properly come before the meeting.

3.   SPECIAL MEETINGS.

     Special meetings of the shareholders may be called by the board or by the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.

4.   FIXING RECORD DATE.

     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other

                                    By-Laws A


action, the board shall fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than fifty nor less
than ten days before the date of such meeting, nor more than fifty days prior to
any other action. If no record date is fixed it shall be determined in
accordance with the provisions of law.

5.   NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders, or,
if he shall have filed with the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.

6.   WAIVERS.

     Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

7.   QUORUM OF SHAREHOLDERS.

     Unless the certificate of incorporation provides otherwise, the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of any business, provided that when
a specified item of business is required to be voted on by a class or classes,
the holders of a majority of the shares of such class or classes shall
constitute a quorum for the transaction of such specified item of business.

     When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any shareholders.

     The shareholders present may adjourn the meeting despite the absence of a
quorum.

                                    By-Laws B


8.   PROXIES.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.

     Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.

9.   QUALIFICATION OF VOTERS.

     Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

10.  VOTE OF SHAREHOLDERS.

     Except as otherwise required by statute or by the certificate of
incorporation;

     (a) directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

     (b) all other corporate action shall be authorized by a majority of the
votes cast.

11.  WRITTEN CONSENT OF SHAREHOLDERS.

     Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of all
the outstanding shares entitled to vote thereon or signed by such lesser number
of holders as may be provided for in the certificate of incorporation.

                             ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS.

     Subject to any provision in the certificate of incorporation the business
of the corporation shall be managed by its board of directors, each of whom
shall be at least 18 years of age and shall be shareholders.

2.   NUMBER OF DIRECTORS.

     The number of directors shall be three When all of the shares are owned by
less than three shareholders, the number of directors may be less than three but
not less than the number of shareholders.

                                    By-Laws C


3.   ELECTION AND TERM OF DIRECTORS.

     At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall hold
office until the expiration of the term for which he is elected and until his
successor has been elected and qualified, or until his prior resignation or
removal.

4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
provided in the certificate of incorporation. Vacancies occurring by reason of
the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.

5.   REMOVAL OF DIRECTORS.

     Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the shareholders.

6.   RESIGNATION.

     A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.

7.   QUORUM OF DIRECTORS.

     Unless otherwise provided in the certificate of incorporation, a majority
of the entire board shall constitute a quorum for the transaction of business or
of any specified item of business.

8.   ACTION OF THE BOARD.

     Unless otherwise required by law, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the board. Each director present shall have one vote regardless of
the number of shares, if any, which he may hold.

                                    By-Laws D


9.   PLACE AND TIME OF BOARD MEETINGS.

     The board may hold its meetings at the office of the corporation or at such
other places, either within or without the State of New York, as it may from
time to time determine.

10.  REGULAR ANNUAL MEETING.

     A regular annual meeting of the board shall be held immediately following
the annual meeting of shareholders at the place of such annual meeting of
shareholders.

11.  NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

     (a) Regular meetings of the board may be held without notice at such time
and place as it shall from time to time determine. Special meetings of the board
shall be held upon notice to the directors and may be called by the president
upon three days notice to each director either personally or by mail or by wire;
special meetings shall be called by the president or by the secretary in a like
manner on written request of two directors. Notice of a meeting need not be
given to any director who submits a waiver of notice whether before or after the
meeting or who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice to him.

     (b) A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

12.  CHAIRMAN.

     At all meetings of the board the president, or in his absence, a chairman
chosen by the board shall preside.

13.  EXECUTIVE AND OTHER COMMITTEES.

     The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.

14.  COMPENSATION.

     No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance,
at each regular or special meeting of the board may be author-

                                    By-Laws E


ized. Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

                             ARTICLE IV - OFFICERS

1.   OFFICES, ELECTION, TERM.

     (a) Unless otherwise provided for in the certificate of incorporation, the
board may elect or appoint a president, one or more vice-presidents, a secretary
and a treasurer, and such other officers as it may determine, who shall have
such duties, powers and functions as hereinafter provided.

     (b) All officers shall be elected or appointed to hold office until the
meeting of the board following the annual meeting of shareholders.

     (c) Each officer shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified.

2.   REMOVAL, RESIGNATION, SALARY, ETC.

     (a) Any officer elected or appointed by the board may be removed by the
board with or without cause.

     (b) In the event of the death, resignation or removal of an officer, the
board in its discretion may elect or appoint a successor to fill the unexpired
term.

     (c) Any two or more offices may be held by the same person, except the
offices of president and secretary. When all of the issued and outstanding stock
of the corporation is owned by one person, such person may hold all or any
combination of offices.

     (d) The salaries of all officers shall be fixed by the board.

     (e) The directors may require any officer to give security for the faithful
performance of his duties.

3.   PRESIDENT.

     The president shall be the chief executive officer of the corporation; he
shall preside at all meetings of the shareholders and of the board; he shall
have the management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect.

4.   VICE-PRESIDENTS.

     During the absence or disability of the president, the vice-president, or
if there are more than one, the executive vice-president, shall have all

                                    By-Laws F


the powers and functions of the president. Each vice-president shall perform
such other duties as the board shall prescribe.

5.   SECRETARY.

     The secretary shall:

     (a) attend all meetings of the board and of the shareholders;

     (b) record all votes and minutes of all proceedings in a book to be kept
for that purpose;

     (c) give or cause to be given notice of all meetings of shareholders and of
special meetings of the board;

     (d) keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;

     (e) when required, prepare or cause to be prepared and available at each
meeting of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of each
respective class held by each;

     (f) keep all the documents and records of the corporation as required by
law or otherwise in a proper and safe manner.

     (g) perform such other duties as may be prescribed by the board.

6.   ASSISTANT-SECRETARIES.

     During the absence or disability of the secretary, the assistant-secretary,
or if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the secretary.

7.   TREASURER.

     The treasurer shall:

     (a) have the custody of the corporate funds and securities;

     (b) keep full and accurate accounts of receipts and disbursements in the
corporate books;

     (c) deposit all money and other valuables in the name and to the credit of
the corporation in such depositories as may be designated by the board;

     (d) disburse the funds of the corporation as may be ordered or authorized
by the board and preserve proper vouchers for such disbursements;

     (e) render to the president and board at the regular meetings of the board,
or whenever they require it, an account of all his transactions as

                                    By-Laws G


treasurer and of the financial condition of the corporation;

     (f) render a full financial report at the annual meeting of the share-
holders if so requested;

     (g) be furnished by all corporate officers and agents at his request, with
such reports and statements as he may require as to all financial transactions
of the corporation;

     (h) perform such other duties as are given to him by these by-laws or as
from time to time are assigned to him by the board or the president.

8.   ASSISTANT-TREASURER.

     During the absence or disability of the treasurer, the assistant-treasurer,
or if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the treasurer.

9.   SURETIES AND BONDS.

     In case the board shall so require, any officer or agent of the corporation
shall execute to the corporation a bond in such sum and with such surety or
sureties as the board may direct, conditioned upon the faithful performance of
his duties to the corporation and including responsibility for negligence and
for the accounting for all property, funds or securities of the corporation
which may come into his hands.

                       ARTICLE V - CERTIFICATES FOR SHARES

1.   CERTIFICATES.

     The shares of the corporation shall be represented by certificates. They
shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the president or a vice-president and the treasurer or the
secretary and shall bear the corporate seal.

2.   LOST OR DESTROYED CERTIFICATES.

     The board may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation,
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall

                                    By-Laws H


require and/or give the corporation a bond in such sum and with such surety or
sureties as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost or destroyed.

3.   TRANSFERS OF SHARES.

     (a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.

     (b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of New York.

4.   CLOSING TRANSFER BOOKS.

     The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to the provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the corporation may be
declared in such amounts and at such time or times as the board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the corporation available for dividends such sum or sums as the board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other

                                    By-Laws I


purpose as the board shall think conducive to the interests of the corporation,
and the board may modify or abolish any such reserve.

                          ARTICLE VII - CORPORATE SEAL

     The seal of the corporation shall be circular in form and bear the name of
the corporation, the year of its organization and the words "Corporate Seal, New
York." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.

                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

     All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.

                            ARTICLE IX - FISCAL YEAR

     The fiscal year shall begin the first day of January        in each year.

             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these by-laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                           ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

     (a) Except as otherwise provided in the certificate of incorporation the
by-laws may be amended, repealed or adopted by vote of the holders of the shares
at the time entitled to vote in the election of any directors. By-laws may also
be amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon as hereinabove
provided.

     (b) If any by-law regulating an impending election of directors is adopted,
amended or repealed by the board, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors the by-law so
adopted, amended or repealed, together with a concise statement of the changes
made.

                                    By-Laws J



                                                                    Exhibit 3.57

                      HYLAND FACILITY ASSOCIATES AMENDMENT
              TO AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT

     WHEREAS, the General Partnership Agreement of the Hyland Facility
Associates, a New York State General Partnership ("Partnership"), was originally
dated as of May 20, 1988, and

     WHEREAS, said general partnership agreement was thereafter amended and
restated in its entirety on July 19, 1989 by and between Allegany Environmental
Systems, Inc. ("Allegany"), LYA Associates, Inc. ("LYA") and SITA Hyland Corp.
("SITA") ("Agreement"), and

     WHEREAS, LYA did thereafter withdraw from the Partnership leaving Allegany
and SITA as the remaining partners, and

     WHEREAS, Allegany and SITA are desirous of assigning their partnership
interests, representing complete interest in the Partnership, to Casella Waste
Management of N.Y., Inc. ("Casella") and New England Waste Systems of N.Y., Inc.
("NEWS"), and

     WHEREAS, SITA and Allegany are desirous of amending the Amended and
Restated General Partnership Agreement in order to effectuate said assignments,

     NOW, THEREFORE, IT IS AGREED as follows:

     1.   MEMBERSHIP: Paragraph "1.18" shall be amended to recite that the
sole partners of the Partnership are Casella and NEWS having been transferred
the partnership interest of Allegany and SITA and LYA having previously resigned
as a partner of the Partnership.

     2.   DUTIES AND OBLIGATIONS: To the extent that SITA and Allegany have
duties and obligations as set forth in the Partnership Agreement, NEWS shall be
substituted for SITA



and Casella shall be substituted for Allegany.

     3.   PARTNERSHIP LOANS: To the extent that SITA and/or Allegany have lent
money to the Partnership, SITA and Allegany acknowledge that no monies are owed
by the Partnership to Allegany and/or SITA for partner loans.

     4.   EXECUTIVE COMMITTEE: Section "4.2" of the Agreement relative to the
Executive Committee is amended to delete the representation of Allegany's
and SITA's representatives from such committee. Section "4.2.1", relative the
frequency of Executive Committee meetings, shall be amended to reflect that such
meetings shall be annual.

     5.   PERCENTAGE INTEREST: Section "5.4" shall be amended to reflect the
fact that, upon execution of this Agreement, NEWS shall be the owner of 10% and
Casella shall be the owner of 90% of the Partnership.

     6.   ARTICLE VIII: Article VIII in all respects, and with all subparts, is
repealed.

     7.   NOTICES: Section "11.1" relative to notices is amended to reflect
that notices to the partners shall be at the addresses shown below:

     If to New England Waste Systems of N.Y., Inc.:

              New England Waste Systems of N.Y., Inc.
              c/o Casella Waste Management
              25 Greenhill Lane, P.O. Box 866
              Rutland, VT 05702
              Phone: (802) 775-0325
              Fax: (802) 775-6198

     With a copy to:

              Ronald H. Sinzheimer, Esq., P.C.
              23 Elk Street
              Albany, New York 12207
              Phone: (518)434-4439
              Fax: (518)455-8834

     If to Casella Waste Management of N.Y., Inc.

                                        2


              Casella Waste Systems of N.Y., Inc.
              c/o Casella Waste Management
              25 Greenhill Lane, P.O. Box 866
              Rutland, VT 05702
              Phone:(802) 775-0325
              Fax:  (802) 775-6198

     With a copy to:

              Ronald H. Sinzheimer, Esq., P.C.
              23 Elk Street
              Albany, New York 12207
              Phone:(518) 434-4439
              Fax:(518) 455-8834

     The parties have executed this amendment to the amended and restated
general partnership agreement as of the date first above written.


                                         ALLEGANY ENVIRONMENTAL SYSTEMS, INC.


                                         By: /s/ Glenn Herdman
                                            -----------------------------------
                                             Glenn Herdman


                                         SITA HYLAND CORP.


                                         By: /s/ [ILLEGIBLE]
                                            -----------------------------------
                                             [ILLEGIBLE], Vice President


                                         CASELLA WASTE MANAGEMENT OF N.Y., INC.


                                         By:
                                            -----------------------------------


                                         NEW ENGLAND WASTE SYSTEMS OF N.Y., INC.


                                         By:
                                            -----------------------------------

                                        3


              Casella Waste Systems of N.Y., Inc.
              c/o Casella Waste Management
              25 Greenhill Lane, P.O. Box 866
              Rutland, VT 05702
              Phone: (802) 775-0325
              Fax: (802) 775-6198

     With a copy to:

              Ronald H. Sinzheimer, Esq., P.C.
              23 Elk Street
              Albany, New York 12207
              Phone: (518) 434-4439
              Fax: (518) 455-8834

     The parties have executed this amendment to the amended and restated
general partnership agreement as of the date first above written.


                                         ALLEGANY ENVIRONMENTAL SYSTEMS, INC.


                                         By: /s/ Glenn Herdman
                                            -----------------------------------
                                              Glenn Herdman


                                         SITA HYLAND CORP.


                                         By: /s/ [ILLEGIBLE]
                                            -----------------------------------
                                             [ILLEGIBLE], Vice President


                                         CASELLA WASTE MANAGEMENT OF N.Y., INC.


                                         By: /s/ [ILLEGIBLE]
                                            -----------------------------------


                                         NEW ENGLAND WASTE SYSTEMS OF N.Y., INC.


                                         By: /s/ [ILLEGIBLE]
                                            -----------------------------------

                                        3


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

                         THE HYLAND FACILITY ASSOCIATES

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

                              Amended and Restated
                          General Partnership Agreement
                                  by and among
                     Allegany Environmental Systems, Inc.,
                           LYA Associates, Inc., and
                               Sita Hyland Corp.

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

                                 July 19, 1989

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



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

                              Amended and Restated
                          General Partnership Agreement
                    of The Hyland Facility Associates ("HFA")
                                  by and among
                  Allegany Environmental Systems, Inc. ("AES")
                        LYA Associates, Inc. ("LYA") and
                           Sita Hyland Corp. ("SITA")

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

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

                                TABLE OF CONTENTS

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



Document                                                           Item No.
- --------                                                           --------
                                                                
Amended and Restated General Partnership
Agreement of HFA dated as of July 19, 1989
by and among AES, LYA and Sita.                                         1

Financial Statements and Projections of HFA
under cover of letter dated July 19, 1989 from
AES and LYA to Sita.                                                    2

Letter Agreement dated July 19, 1989 among AES,
HFA and Sita regarding allocation of 2.5% of HFA
Revenues.                                                               3

Herdman Farm Agreement dated as of July 17, 1989
among HFA, Glenn T. Herdman ("HERDMAN"), Joseph
C. Herdman, Jr., and Phyllis T. Herdman.                                4

Employment Agreement dated as of July 19, 1989
between HFA and Herdman.                                                5

Limited Use License Agreement dated as of July
19, 1989 between Sita and HFA.                                          6

Technical Services Retention Agreement dated
July 19, 1989 between Sita and HFA.                                     7

Technical Services Retention Agreement dated
July 19, 1989 between AES and HFA.                                      8

Legal Services Retention Agreement dated July 19,
1989 between Harris Beach & Wilcox and HFA.                             9




                         THE HYLAND FACILITY ASSOCIATES

                              AMENDED AND RESTATED

                          GENERAL PARTNERSHIP AGREEMENT



                                TABLE OF CONTENTS



SECTION                                                                                         PAGE
                                                                                             
Parties ........................................................................................   1

Recital ........................................................................................   2

Agreement Terms ................................................................................   2
     General Provisions.........................................................................   2
         1.1   Glossary.........................................................................   2
         1.2   Purpose..........................................................................   2
         1.3   Continuation of the Partnership..................................................   3
         1.4   Formalities......................................................................   3
         1.5   Name of Partnership..............................................................   4
         1.6   Place of Business................................................................   4
         1.7   Duration.........................................................................   4
               1.7.1  Continuation as Partners..................................................   5
               1.7.2  No Voluntary Termination..................................................   5
               1.7.3  No Partition..............................................................   5
               1.7.4  Death or Bankruptcy.......................................................   5
         1.8   Membership.......................................................................   5
         1.9   Fiscal Year and Fiscal Period....................................................   5
         1.10  Tax Matters Partner..............................................................   5
     Allegany and LYA's Representations and Warranties .........................................   6
         2.1   Authority........................................................................   6
         2.2   Enforceability...................................................................   7
         2.3   Title in Partnership Interest....................................................   8
         2.4   Litigation; Claims...............................................................   8
         2.5   Organization; Permits............................................................   9
               2.5.1  General................. .................................................   9
               2.5.2  Documentation.............. ..............................................  10
               2.5.3  Compliance................................................................  11
               2.5.4  Waste Disposal............................................................  12
         2.6   Balance Sheet....................................................................  13
         2.7   Liabilities......................................................................  14
         2.8   No Bankruptcy....................................................................  15
         2.9   No Brokers.......................................................................  16
         2.10  Title; Effects of Drilling.......................................................  16
         2.11  Tax Matters......................................................................  17
         2.12  Contracts and Leases.............................................................  18
         2.13  No Condemnation................. ................................................  19
         2.14  Access...........................................................................  19
         2.15  Condition of Buildings and Personal Property.....................................  20
         2.16  Insurance........................................................................  20
               2.16.1 General...................................................................  20
               2.16.2 Title Insurance...........................................................  21
         2.17  No Material Misstatements or Omissions ..........................................  21
         2.18  Survival.........................................................................  22
     Capital Contributions......................................................................  22
         3.1   Original Capital Contributions...................................................  22


                                        i


                                                                                             
               3.1.1  Allegany and LYA..........................................................  22
               3.1.2  Sita......................................................................  23
         3.2   Additional Capital Contributions.................................................  24
               3.2.1  General...................................................................  24
               3.2.2  Alternative Financing.....................................................  24
               3.2.3  Requests for Additional Contributions.....................................  25
               3.2.4  Remainders................................................................  27
               3.2.5  Partner Loans.............................................................  28
               3.2.6  Loan Remainders ..........................................................  29
               3.2.7  Terms of Partner Loans....................................................  30
         3.3   Sale of Partnership Interests....................................................  31
Management of the Partnership...................................................................  32
         4.1   Definitions......................................................................  32
               4.1.1  Major Decisions...........................................................  32
               4.1.2  Unanimous Decisions.......................................................  36
               4.1.3  Daily Management..........................................................  37
         4.2   Executive Committee..............................................................  37
         4.3   Partnership Expenses.............................................................  40
         4.4   Exculpation......................................................................  40
         4.5   Other Activities.................................................................  41
         4.6   Title Holding....................................................................  42
         4.7   Manager..........................................................................  42
         4.8   Bank Accounts....................................................................  43
         4.9   Books of Account ................................................................  43
         4.10  Preparation and Approval of Annual Budget........................................  44
Reserve Accounts; Distributions.................................................................  45
         5.1   Reserve Accounts.................................................................  45
               5.1.1  Operating Reserve.........................................................  45
               5.1.2  Capital Reserve...........................................................  46
         5.2   Distributions....................................................................  46
         5.3   Adjustments......................................................................  47
         5.4   Percentage Interest..............................................................  47
         5.5   Adjustments......................................................................  48
Partner's Capital Accounts......................................................................  49
         6.1   Capital Accounts.................................................................  49
               6.1.1  Increases.................................................................  49
               6.1.2  Reductions................................................................  49
         6.2   Treasury Regulations.............................................................  50
         6.3   Guarantees.......................................................................  50
Determination and Allocation of Income and Loss.................................................  50
         7.1   Definition of Net Income or Losses...............................................  50
         7.2   Allocation of Net Income.........................................................  51
               7.2.1............................................................................  51
               7.2.2............................................................................  51
         7.3   Allocation of Net Losses.........................................................  52
               7.3.1............................................................................  52
               7.3.2............................................................................  52
         7.4   Allocation after Assignment......................................................  52
         7.5   Excess Nonrecourse Liabilities...................................................  53
         7.6   Monthly Proration................................................................  53



                                       ii


                                                                                             
Admission of Additional Partners and Disposition of Partnership Interests.......................  54
         8.1   Admission of Additional Partners.................................................  54
         8.2   Disposition of Partnership Interest..............................................  54
               8.2.1  Transfers Not Permitted...................................................  54
               8.2.2  Permitted Transfers.......................................................  55
         8.3   First Refusal Offer..............................................................  55
               8.3.1  Notice....................................................................  55
               8.3.2  Acceptance ...............................................................  56
               8.3.3  Sale of Partnership Interest..............................................  57
               8.3.4  Closing and Payment.......................................................  57
               8.3.5  Come-Along; Take-Along....................................................  58
               8.3.6  Effect of Noncomplying Transfer...........................................  59
         8.4   Additional and Substituted Partners..............................................  59
         8.5   Admission of Additional and Substitute Partners..................................  59
               8.5.1  Consent of................................................................  60
               8.5.2  Execution of Agreement....................................................  60
               8.5.3  Instrument of Transfer....................................................  60
               8.5.4  No Termination............................................................  60
               8.5.5  Securities Law Matters....................................................  61
               8.5.6  Investment Representation.................................................  61
               8.5.7  Fees and Expenses.........................................................  61
         8.6   Incompetence.....................................................................  61
         8.7   No Withdrawal....................................................................  62
         8.8   Termination of a Partner.........................................................  62
               8.8.1  Bankruptcy ...............................................................  62
               8.8.2  Incompetence .............................................................  62
               8.8.3  Corporate Dissolution.....................................................  62
               8.8.4  Partnership Dissolution ..................................................  62
               8.8.5  Attempted Withdrawal......................................................  62
         8.9   Effect of a Partner Becoming a Withdrawn Partner.................................  63
               8.9.1  Continuation..............................................................  63
               8.9.2  Executive Committee.......................................................  63
               8.9.3  Estates, etc..............................................................  63
Dissolution and Termination.....................................................................  64
         9.1   Dissolution......................................................................  64
         9.2   Winding Up.......................................................................  64
         9.3   Liquidation Proceeds.............................................................  65
               9.3.1  Liabilities...............................................................  65
               9.3.2  Reserves..................................................................  65
               9.3.3  Distributions.............................................................  65
               9.3.4  Non-cash Distribution.....................................................  66
         10.1  Confidentiality..................................................................  66
         10.2  Confidential Information.........................................................  67
         10.3  Government or Court Order........................................................  68
         10.4  Publicity........................................................................  69
         10.5  Injunctive Relief................................................................  69
Miscellaneous  .................................................................................  70
         11.1  Notices..........................................................................  70
         11.2  Governing Law....................................................................  72



                                       iii


                                                                                             
         11.3  Amendments.......................................................................  72
         11.4  Counterparts.....................................................................  72
         11.5  Waivers..........................................................................  72
         11.6  No Third-Party Beneficiaries.....................................................  73
         11.7  Integration......................................................................  73
         11.8  Partial Invalidity...............................................................  73
         11.9  Power of Attorney................................................................  74

Execution.......................................................................................  76

Exhibit A Description of Herdman Farm



                                       iv


                                    GLOSSARY



Defined Term                             Section
- ------------                             -------
                                      
Accepting Partner                        8.3.2
Additional Contributions                 3.2.2
Additional Partner                       8.4
Affiliate                                4.7
Affiliated with                          4.7
Agreement                                Parties
Allegany                                 Parties
Alternative Financing                    3.2.2
Capital Account                          6.1
Capital Reserve                          5.1
Chairman                                 4.2.1
Chase                                    3.3
Closing                                  8.3.4
Code                                     1.10
Confidential Information                 10.2
Daily Management                         4.1.2
Distributions                            5.2
Electing Lender                          3.2.5
Electing Partner                         3.2.3
Event of Withdrawal                      8.8
Executive Committee                      4.2
Financial Statements                     2.6
First Refusal Offer                      8.3.1
Fully Participating Lender               3.2.4
Fully participating Partner              3.2.2
Funding Resolution                       3.2.2
Herdman                                  Article II
Herdman Farm                             Recital
Initial Contribution                     3.1.2
Initial Contributions                    3.1.1
Interest                                 8.2
Loan Remainder                           3.2.4
Loan Request                             3.2.4
IRS                                      2.11
LYA                                      Parties
Major Decision                           4.1.1
Manager                                  4.7
Managing Partner                         Parties
Managing Partners                        Parties
Net Income                               7.1
Net Losses                               7.1
Non-Fully Participating Lender           3.2.4
Non-Fully Participating Partner          3.2.2
offer                                    8.3.1
Operating Reserve                        5.1
Optional Amount                          3.2.2
Original Capital Account                 6.1
Original Agreement                       Parties
Other Partners                           8.3.1


                                        v




Defined Term                             Section
- ------------                             -------
                                      
Partner                                  Parties
Partner Loan                             3.2.4
Partners                                 Parties
Partnership                              Parties
Percentage Interest                      5.4
Permits                                  2.5.1
Pledge                                   8.3.1
Pledgor                                  8.3.1
Preference                               5.2
Project                                  Recital
Projections                              2.6
Purchaser                                3.2.4
Remainder                                3.2.2
Representative                           4.2
Required Amount                          3.2.2
Revenues                                 5.1.2
Selling Price                            8.3.1
Selling Partner                          8.3.1
Shareholder                              8.2.2
Sita                                     Parties
Substituted Partner                      8.4
Survey                                   2.16.2
Take-Along Right                         8.3.5
Taxes                                    2.11
Title Policy                             2.16.2
Transfer                                 8.2
Transferee                               8.3.1
Unanimous Decisions                      4.1.2
UPA                                      1.3
Withdrawn Partner                        8.8


                                       vi


                        THE HYLAND FACILITIES ASSOCIATES

                          GENERAL PARTNERSHIP AGREEMENT

                                     PARTIES

     This GENERAL PARTNERSHIP AGREEMENT of THE HYLAND FACILITY ASSOCIATES, a New
York general partnership (the "PARTNERSHIP"), was originally dated as of May 20,
1988 (the "ORIGINAL AGREEMENT"), is hereby amended and restated in its entirety
as of July 19, 1989 (this "AGREEMENT") and is by and among ALLEGANY
ENVIRONMENTAL SYSTEMS, INC., a New York corporation ("ALLEGANY"), LYA
ASSOCIATES, INC., a New York corporation ("LYA"), and SITA HYLAND CORP., a
Delaware corporation ("SITA"). Allegany, LYA and Sita, so long as they are
partners in the Partnership, and any additional persons who are subsequently
admitted to Partnership membership pursuant to the terms of this Agreement, are
sometimes called collectively the "PARTNERS" and, individually, a "PARTNER".
Allegany and Sita, so long as they are partners in the Partnership, are
sometimes called collectively the "MANAGING PARTNERS" and, individually, a
"MANAGING PARTNER".

                                        1


                                     RECITAL

     Pursuant to the Original Agreement, Allegany and LYA formed the Partnership
to engage in the business of developing, constructing, operating and maintaining
an ash monofill project (the "PROJECT") to be located primarily on the property
now owned or contiguous land subsequently acquired by the Partnership in
Angelica, New York and more fully described on Exhibit A (including any such
land acquired after the date hereof, the "HERDMAN FARM"). Sita wishes to become
a Partner in the Partnership, and the parties wish to amend and restate the
Original Agreement to provide for the admission of Sita as a Partner, to make
certain changes in the management of the Partnership and distributions of
Partnership income and to make certain other changes.

                                 AGREEMENT TERMS

                                    ARTICLE I
                               GENERAL PROVISIONS

     1.1   GLOSSARY. For purposes of this Agreement, the terms listed on the
Glossary beginning on page (v) hereof are defined in the Section hereof
indicated therein.

     1.2   PURPOSE. The sole purpose of the Partnership shall be to engage in
the business of (a) developing, permitting, constructing, operating and
maintaining the Project on the Herdman Farm, or (b) if the Partnership is unable
to construct or commercially operate the Project, quarrying clay on the Herdman

                                        2


Farm. The Partnership may exercise all powers incidental or necessary to
effectuate its purposes, and without limitation, may possess, lease, sell,
transfer, mortgage, pledge and otherwise deal in, and exercise all rights and
privileges and other incidents of ownership, possession or interest in the
Herdman Farm, the Project and any and all other property and assets of the
Partnership. The Partnership shall be a partnership only for the purposes
specified in this Section 1.2, and this Agreement shall not be deemed to create
or continue a partnership between or among the parties with respect to any other
activities whatsoever.

     1.3   CONTINUATION OF THE PARTNERSHIP. The Partners do hereby continue the
Partnership under and pursuant to the New York Uniform Partnership Act (the
"UPA"). Except as expressly provided to the contrary in this Agreement, the
rights and obligations of the Partners shall be governed by the UPA. Promptly
upon the execution of this Agreement by the Partners, the Managing Partners
shall file, record and publish all Partnership certificates and certificates of
fictitious or assumed name and comply with all other requirements for the
continuation and operation of a general partnership in the State of New York and
in each county in which the Partnership owns property or transacts business.

     1.4   FORMALITIES. Each Partner shall promptly execute all certificates or
other documents, and shall perform such

                                        3


filings, recordings, publications and other acts that shall constitute
compliance with all requirements for the continuation of a general partnership
under the laws of the State of New York. The Managing Partners shall be
authorized and hereby agree to execute and file with the proper offices any and
all certificates required by the State of New York, and each state and county in
which the Partnership owns property or transacts business, and to publish all
such notices required by the laws of the State of New York and of each state and
county having jurisdiction over the Partnership, its business, property and
assets, and each of the Partners agrees promptly to execute any of such
certificates when requested to do so by the Managing Partners.

     1.5   NAME OF PARTNERSHIP. The name of the Partnership shall be "THE HYLAND
FACILITY ASSOCIATES."

     1.6   PLACE OF BUSINESS. The principal place of business of the Partnership
shall be on the Herdman Farm, and/or such other place or places as the Managing
Partners shall from time to time determine.

     1.7   DURATION. The Partnership shall commence on May 20, 1988 and continue
until the fiftieth anniversary of the date the Project commences commercial
operations, or until earlier dissolved pursuant to Article IX of this Agreement.
Notwithstanding any rule of law to the contrary, except as specifically provided
in this Agreement:

                                        4


           1.7.1   CONTINUATION AS PARTNERS. The Partners shall continue as
Partners hereunder;

           1.7.2   NO VOLUNTARY TERMINATION. No Partner shall terminate or
attempt to terminate this Agreement or voluntarily take any action which would
result in such termination except pursuant to Section 9.1;

           1.7.3   NO PARTITION. No Partner shall file for, pursue or seek any
partition of the assets of the Partnership;

           1.7.4   DEATH OR BANKRUPTCY. The death or bankruptcy of a Partner
shall not result in a termination of the Partnership.

     1.8   MEMBERSHIP. The partners of the Partnership shall be Allegany, LYA
and Sita and such additional persons who are subsequently admitted to
Partnership membership in conformity with the provisions of Article VIII.

     1.9   FISCAL YEAR AND FISCAL PERIOD. The Partnership's fiscal period shall
be the calendar year or such other period as the Executive Committee shall from
time to time determine.

     1.10  TAX MATTERS PARTNER. Sita shall be the Partnership's Tax Matters
Partner, as that term is defined in

                                        5


Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended (the
"CODE"), with all of the rights and obligations of the Tax Matters Partner set
forth in the Code.

                                   ARTICLE II
                       ALLEGANY AND LYA'S REPRESENTATIONS
                                 AND WARRANTIES

     In order to induce Sita to enter into this Agreement, become a Partner and
make its Initial Contribution, each of Allegany, Mr. Glenn T. Herdman, an
individual who is a shareholder, officer and director of Allegany and the
initial Manager of the Partnership ("HERDMAN"), and LYA hereby severally
represents and warrants to Sita that as of the date on which this Agreement is
amended and restated:

     2.1   AUTHORITY. Each of Allegany and LYA has full power and authority to
execute, deliver and perform this Agreement. The execution, delivery and
performance of this Agreement by Allegany and LYA have been duly authorized and
approved by all necessary corporate action. Neither the execution nor delivery
of this Agreement, the incurrence of the obligations set forth herein, nor the
consummation of performance of the transactions contemplated herein will: (i)
conflict with or violate the terms of the Original Agreement or the respective
Certificates of Incorporation or By-laws of Allegany or LYA; (ii) conflict with
or violate the terms of or constitute a default under any law, rule, regulation,
order, writ, injunction,

                                        6


judgment or decree of any court, governmental or regulatory authority or
arbitrator, or any other legal requirement applicable to the Partnership,
Allegany or LYA or to their respective properties or assets, which conflict,
violation or default could have a material adverse effect on the Partnership's
business, financial condition, net worth, earnings, properties, results of
operations or business prospects; or (iii) conflict with, violate the terms of,
constitute a default under or cause acceleration of payment under, or give rise
to any preemptive, anti-dilution or other rights under, any contract, indenture,
mortgage, deed of trust, loan agreement, note, lease, shareholders agreement,
partnership agreement or other agreement, instrument or arrangement to which the
Partnership, Allegany or LYA or their respective properties or assets
(including, without limitation, the Herdman Farm and the Project) are bound or
subject.

     2.2   ENFORCEABILITY. This Agreement has been duly executed and delivered
by each of Allegany and LYA and constitutes the valid and binding obligation of
each of them enforceable against each of them in accordance with its terms,
except as enforcement of remedies may be subject to applicable bankruptcy,
reorganization, insolvency, moratorium and other laws affecting creditors'
rights generally from time to time in effect and to the discretion of courts in
granting equitable remedies.

                                        7


     2.3   TITLE IN PARTNERSHIP INTEREST. Upon its admission into the
Partnership, Sita will receive good title to its Interest in the Partnership,
free and clear of any pledge, hypothecation, security interest, claim, lien,
option, restriction or other encumbrance, other than restrictions on transfer
imposed by this Agreement or by federal or state securities laws and other than
encumbrances created by Sita. The only partners in the Partnership are Allegany,
LYA and Sita. Allegany and LYA own their respective Interests in the Partnership
free and clear of any pledge, hypothecation, security interest, claim, lien,
option, restriction or other encumbrance, other than restrictions on transfer
imposed by this Agreement or by federal or state securities laws.

     2.4   LITIGATION; CLAIMS. There is no litigation, action, claim,
proceeding, arbitration or investigation pending or threatened relating to the
Partnership, Allegany, LYA, the Herdman Farm, the Project, or any of the
Partnership's other properties or assets. There is no current default (or event
which with notice or lapse of time or both would be a default) under any
contract, indenture, mortgage, deed of trust, loan agreement, note, lease,
shareholders agreement, partnership agreement or any other agreement, instrument
or arrangement to which the Partnership, Allegany, Herdman, LYA or any of their
properties or assets (including, without limitation, the Herdman Farm and the
Project) are bound or subject. To the best knowledge of Allegany, LYA, and
Herdman, except as set forth on

                                        8


Schedule 2.4, there are no claims, suits or judgments that may result in the
imposition of a mechanic's, serviceman's or materialman's lien against the
Herdman Farm or any improvements thereon or on the Project. Neither the
Partnership, Allegany, LYA, nor Herdman, to the best of his knowledge, is
currently in violation of any law, rule, regulation, order, writ, injunction,
judgment or decree of any court, governmental or regulatory authority or
arbitration or any other legal requirement applicable to the Partnership,
Allegany or LYA or to their respective property or assets.

     2.5   ORGANIZATION; PERMITS.

           2.5.1   GENERAL. The Partnership is a general partnership duly
organized, validly existing and in good standing under the laws of the State of
New York, has the power to own the Project but has not obtained any of the
necessary permits, licenses or authorizations required by any federal, state,
local or other governmental or regulatory authority for it to own the Herdman
Farm and the Project, to undertake the design, development, permitting,
construction and operation of the Project, to own any of its other properties
and assets or to conduct its proposed business in the manner currently
anticipated by Allegany and LYA (collectively, "PERMITS") including, without
limitation, Permits relating to environmental, nuisance, health or safety laws,
regulations, orders or requirements. Without limiting the foregoing, "obtaining
a permit" shall be deemed to

                                        9


include the repeal, over-turning by final judicial order of a court having
jurisdiction, or grant to the Partnership of an exception under, the ordinance
of the Town of Angelica, New York prohibiting the development, construction and
operation of a waste disposal facility or landfill in that town. The Partnership
is not conducting business, and does not own any property, in any state other
than New York or in any county other than Allegany County, New York. Schedule
2.5 sets forth a list of all Permits, and of all applications, proceedings and
other actions taken to date by or on behalf of the Partnership to obtain such
Permits and a brief discussion of the status of all such applications,
proceedings and other actions as of the date this Agreement was amended and
restated. Except as set forth in Schedule 2.5, neither Allegany, Herdman nor LYA
has any reason to anticipate that the Partnership will be unable to obtain any
Permit.

           2.5.2   DOCUMENTATION. Prior to Sita's execution of this Agreement,
the Partnership, Allegany, Herdman and LYA delivered to Sita true and correct
copies of: (i) all environmental engineering reports and feasibility studies
prepared by or on behalf of the Partnership, Allegany and LYA concerning the
Herdman Farm, the Project or any other property, asset or business of the
Partnership or the conduct of the Partnership's proposed business in the manner
currently anticipated by Allegany, Herdman and LYA; (ii) all applications for,
and all pleadings filed in connection with any proceedings

                                       10


relating to, any Permits; (iii) all material correspondence and communications
with any governmental authority concerning any such application or any
proceeding or other actions with respect to any Permit, or in anticipation of
such an application; (iv) all Permits issued to the Partnership; and (v) all
orders and determinations of a governmental or regulatory authority not to grant
any Permit.

           2.5.3   COMPLIANCE. To their knowledge, based only upon, and limited
by the scope of, the investigation described in Schedule 2.5, except as set
forth in Schedule 2.5, the Partnership meets, and upon obtaining all Permits
indicated thereon as being required, the development, construction, operation
and maintenance of the Project and the conduct of the Partnership's proposed
business in the manner currently anticipated by Allegany, Herdman and LYA will
meet, all applicable federal, state, local or other environmental, nuisance, or
health and safety laws, regulations and ordinances governing the Project with
respect to all discharges into the ground or surface water, emissions into the
ambient air, and generation, accumulation, labelling, transportation, handling,
treatment, storage and disposal of waste materials or process by-products
(including hazardous or toxic waste or substances, if any), and the Herdman Farm
and the Project will be in compliance with all applicable zoning ordinances,
building codes and land use regulations. To their knowledge, based only upon,
and limited by the scope of, the investigation described in Schedule

                                       11


2.5, the Partnership has complied with all notice, record keeping and reporting
requirements imposed by any governmental authority and any informational
requests or demands arising under any federal, state, local or other
environmental, nuisance, or health and safety laws. To their knowledge, based
only upon, and limited by the scope of, the investigation described in Schedule
2.5, neither the Partnership nor any Partner is liable for any penalties, fines,
or forfeitures or is subject to any restrictions on the acquisition or ownership
of the Herdman Farm, the Project and all other of its property and assets, the
development, construction or operation of the Project, or the conduct of the
Partnership's business, for failure to comply with any of the foregoing
requirements, requests or demands.

           2.5.4   WASTE DISPOSAL. Neither the Partnership, LYA, Allegany, nor
any of their respective predecessors in interest, nor Herdman, nor to his
knowledge after due inquiry, any of his predecessors in interest, has disposed
of or caused or permitted the disposal of any "hazardous waste" or "hazardous
substance" (as such terms are defined under federal, state, local or other laws
and regulations) upon the Herdman Farm or any other real property owned or
leased by the Partnership. To the best knowledge of the Partnership, LYA,
Herdman and Allegany, there has not been any "release" or "threatened release"
of any "hazardous substance" (as such terms are defined under federal, state,
local or other laws and regulations) from or on the Herdman Farm, or from or on
any site, whether or not located on

                                       12


the Herdman Farm, at which there has been any disposal of any "solid waste" or
"hazardous waste" (as such terms are defined under federal, state, local or
other laws and regulations) for which the Partnership, Allegany, Herdman, LYA or
any of their respective predecessors in interest may be liable. Neither the
Partnership, Allegany, LYA nor any of their respective predecessors in interest,
nor Herdman, nor to his knowledge, any of his predecessors in interest, have,
directly or indirectly, disposed of "hazardous wastes" (as such term is defined
under federal, state, local or other laws and regulations) off-site. No
enforcement order or notice of violation has been issued by any governmental or
regulatory authority to the owners, operators or users of any off-site
facilities in which order or notice the Partnership, Allegany, LYA or any of
their respective predecessors in interest, or Herdman, or to his knowledge, any
of his predecessors in interest, have been named as potentially responsible
parties.

     2.6   BALANCE SHEET AND PROJECTIONS. Allegany, LYA and Herdman have
delivered to Sita, under cover of a letter of even date, a true and correct copy
of a balance sheet of the Partnership as at December 31, 1988, and May 31, 1989
and related unaudited statements of income for the 12 month and five month
periods then ended, respectively, and a balance sheet as of the date hereof or
as near thereto as possible (collectively, the "FINANCIAL STATEMENTS"); the
Financial Statements have been prepared in accordance with generally accepted
accounting

                                       13


principles, and present fairly the financial condition of the Partnership and
the result of its operations as of the dates and for the periods specified
therein. Under cover of such letter, Allegany, Herdman and LYA have furnished
Sita with the Partnership's projections and budget and a statement of projected
earnings and expenses through the year 2010, all as revised as of the date
hereof (the "PROJECTIONS"), which contain forecasts of future operating results
of the Partnership, including a projection of permitting and pre-construction
expenses and cash flow through June 1990. The Projections were prepared in good
faith, and are based on assumptions believed by Allegany, Herdman and LYA to be
reasonable.

     2.7   LIABILITIES. Except as set forth in the Financial Statements or on
Schedule 2.7, since the date of its formation: (i) the Partnership has not
incurred any debts, liabilities, obligations or charges; (ii) the Partnership
has no liabilities of any nature, whether absolute, accrued, contingent or
otherwise of any nature, and whether due or to become due; and (iii) there has
not been, occurred or arisen whether in the ordinary course of business or
otherwise: (a) any material adverse change in the financial condition or in the
results of operation of the Partnership from that shown in the Financial
Statements; (b) any material damage, loss or destruction of the Herdman Farm,
the Project or any other property or asset of the Partnership which is material
to the financial condition, results of operation of the Partnership or the
conduct of the Partnership's proposed

                                       14


business in the manner currently anticipated by Allegany, Herdman or LYA; or (c)
to the best knowledge of Herdman, LYA, Allegany or the Partnership, any other
fact or condition which materially and adversely affects the current business,
or could reasonably be expected materially and adversely to affect the proposed
business, of the Partnership; or (d) to the best knowledge of Herdman, LYA,
Allegany or the Partnership, any statute, ordinance, order, requirement, law or
regulation (including, without limitation, zoning changes) or (e) any existing,
proposed or contemplated public improvement, in each case that may impose a
claim, lien or other encumbrance upon, result in the taking of all or any part
of, or adversely affect the current or planned use of, the Herdman Farm.

     2.8   NO BANKRUPTCY. No court having jurisdiction has entered a decree or
order for relief in respect of the Partnership, Allegany or LYA in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointed a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or other similar official) of the Partnership,
Allegany or LYA or for any substantial part of their respective property, or
ordered the winding-up or liquidation of its affairs, nor has the Partnership,
Allegany or LYA filed a petition for relief or commenced a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, consented to the entry of an order for relief in an involuntary

                                       15


case under any such law, or consented to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, the sequestrator (or
similar official) of the Partnership, Allegany or LYA or for any substantial
part of their respective property, nor has the Partnership, Allegany or LYA made
any general assignment for the benefit of its creditors, or failed to pay its
debts as they became due nor has any order, judgment or decree been entered in
any proceeding against the Partnership, Allegany or LYA decreeing the
dissolution of the Partnership, Allegany or LYA.

     2.9   NO BROKERS. No broker or finder is entitled to any brokerage or
finder's fee or other commission from the Partnership or Sita based upon any
agreement, arrangements or undertakings made by them in connection with the
transactions contemplated hereby.

     2.10  TITLE; EFFECTS OF DRILLING. The Partnership has good, valid,
marketable and indefeasible fee simple title to the Herdman Farm, and all
improvements located thereon and all of its other real property, personal
property and fixtures with good and indefeasible rights under all easements,
rights-of-way, accesses, reservations, hereditaments, licenses, uses and any
other rights, in perpetuity, real or incorporeal, necessary to develop,
construct, operate and maintain the Project and all intangible rights pertinent
to the Herdman Farm (including, without limitation, mineral, zoning or
development rights) free and clear

                                       16


of all mortgages, pledges, hypothecations, security interests, claims, liens,
options, rights, reversionary interests, restrictions or other encumbrances
direct, contingent or otherwise, except as reflected in Schedule 2.10. All oil
and gas leases pursuant to which any drilling was conducted on the Herdman Farm
have expired by their terms or been terminated prior to the date hereof. Neither
the Partnership, Allegany, LYA nor Herdman have any reason to believe that any
such drilling materially adversely affected the suitability of the Herdman Farm
as an ash monofill site.

     2.11  TAX MATTERS. Prior to Sita's execution of this Agreement, the
Partnership, Allegany and LYA delivered to Sita true and correct copies of all
tax returns filed by the Partnership, Allegany or LYA with any federal, state,
local or other taxing authority. All federal, state, local and other tax
returns, estimates, declarations and reports required to be filed by the
Partnership, Allegany or LYA have been filed when due, or will be filed when due
(taking into account extensions), with the appropriate governmental agencies in
all jurisdictions in which such returns are required to be filed. All federal,
state, local and other income, profits, franchise, gross receipts, payroll,
sales, use, occupation, property, occupancy, excise or other taxes, duties or
similar charges (including interest and penalties) (collectively, "TAXES") due
from the Partnership, Allegany or LYA for any period through the date of Sita's
execution of this Agreement have been fully paid. No waivers or

                                       17


extensions of statutes of limitations or periods of assessment have been given
by the Partnership, Allegany or LYA to, or requested of the Partnership,
Allegany or LYA by, any taxing authority. The federal income tax returns of the
Partnership, Allegany or LYA have never been examined by the Internal Revenue
Service ("IRS"), and neither the Partnership, Allegany nor LYA have any notice,
actual or constructive, that any of them are subject to impending audit. There
are no liens for Taxes imposed by any federal, state, local or foreign authority
outstanding against any of the Partnership's, Allegany's or LYA's assets.

     2.12  CONTRACTS AND LEASES. Neither the Partnership, Allegany or LYA,
individually, or collectively with respect to the Partnership, have entered
into any contracts for the sale of the Herdman Farm, any intangible rights
pertinent to the Herdman Farm, or any other property or asset of the Partnership
or any interest in the Partnership, nor do there exist any rights of first
refusal, reversions, options or other rights to purchase any portion thereof,
except as set forth in the Herdman Farm Agreement of even date among the
Partnership, Joseph Herdman, Jr., Phyllis Herdman, and Herdman. Except as set
forth in Schedule 2.12, there are no leases, licenses, equipment leases,
building service agreements, management agreements or other agreements relating
to the Herdman Farm, the Project or any property or assets of the Partnership or
in connection with the development, construction or operation of the Project or
the conduct of the Partnership's proposed business in the manner

                                       18


currently anticipated by Allegany, Herdman and LYA, which would be binding on
the Partnership. Except as set forth on Schedule 2.12, the Partnership has no
employees.

     2.13  NO CONDEMNATION. There is no pending condemnation proceeding or
threat with regard to all or part of the Herdman Farm, or any other real
property of the Partnership and, to the best knowledge of Allegany, LYA and
Herdman, no such proceeding is contemplated by any federal, state, local or
other governmental or regulatory authority.

     2.14  ACCESS. Except as disclosed on Schedule 2.14, each of the parcels
comprising the Herdman Farm has free and uninterrupted access to and from a
dedicated public right-of-way by reason of the fact that the parcel either (i)
adjoins such dedicated public right-of-way, or (ii) connects to the dedicated
public right-of-way through a valid and subsisting ingress and egress easement
or through other parcels of the Real Property and such access is adequate for
the use being made of the parcel being accessed via that ingress and egress
easement. All water, sewer, gas, electricity, telephone and other utilities
serving the Herdman Farm are supplied directly to the Herdman Farm by facilities
of public utilities, and all of said utilities are installed and operating and
all installation charges have been paid in full. All assessments for public
improvements that have been made against the Herdman Farm have been paid.

                                       19


     2.15  CONDITION OF BUILDINGS AND PERSONAL PROPERTY. All of the buildings,
fixtures, machinery and equipment constituting part of the Herdman Farm
(including plumbing, heating and electrical systems) which are currently
contemplated to be used by the Partnership in connection with the Project are
listed on Schedule 2.15. Except as set forth in Schedule 2.15, to Herdman's
knowledge, based on reasonable investigation, all of such buildings, fixtures,
machinery and equipment are in good operating condition and repair. Neither
Allegany, Herdman nor LYA are aware of any condition of or prospective changes
to any such improvements or equipment that will have or reasonably could have an
adverse effect on the uses for which the improvements or equipment were
intended.

     2.16  INSURANCE.

           2.16.1  GENERAL. Except as disclosed on Schedule 2.16, the
Partnership and the Herdman Farm are not covered by any valid, outstanding and
enforceable property or liability policies of insurance issued to the
Partnership by reputable insurers covering its properties, assets and business.
Schedule 2.16 contains a detailed description of each policy and each pending
insurance policy claim that relates to loss or damage to the Herdman Farm. The
Partnership has complied with all terms and conditions of, and has not failed to
give, in a timely manner, any notice required under, any policy to preserve the
Partnership's rights under the policy.

                                       20


           2.16.2  TITLE INSURANCE. The Partnership currently has, and has
delivered to Sita (i) an Owner Policy or Policies of Title Insurance ("TITLE
POLICY") on Alta Form B naming the Partnership as an insured covering the
Herdman Farm and improvements in the aggregate amount of $250,000, and (ii) a
survey of the portions of the Herdman Farm and related improvements relevant to
the construction and operation of the Project ("SURVEY") reflecting the results
of a current on-the-ground survey by reputable surveyors, showing the location
of any buildings, improvements, structures, fences, and driveways situated on
such portions of the Herdman Farm, and the location of all related easements and
other exceptions, encroachments, building lines, railroad tracks, drainage
ditches, creekbeds, adjoining channels or bayous, bulkheads, wharf areas and
visible rights of way.

     2.17  NO MATERIAL MISSTATEMENTS OR OMISSIONS. No representation or warranty
of the Partnership, Allegany, Herdman or LYA contained in this Agreement, or any
other document or instrument delivered by or on their behalf to Sita or Sita's
representatives, including, without limitation, auditors or counsel, in
connection with Sita's investment in the Partnership or with any of the
transactions contemplated by this Agreement, contains any untrue statement of a
material fact or omits any fact necessary to make the statements contained in
this Agreement, or in any document or instrument filed or distributed

                                       21


pursuant to this Agreement, not false or misleading; and the Partnership,
Allegany, Herdman and LYA have not failed to disclose any information or
documents which, if disclosed, might be deemed material to a consideration by
Sita of the transactions contemplated in this Agreement.

     2.18  SURVIVAL. Each representation and warranty contained in this
Agreement is independent of each other representation and warranty, and shall
survive the execution and delivery hereof and remain in full force and effect
until the earlier to occur of (a) the second anniversary of the date hereof, and
(b) the Partnership's obtaining all Permits necessary to commence construction
of the Project, notwithstanding any investigation, audit or review made at any
time by any party to this Agreement and notwithstanding the delivery of any
documents, exhibits, schedules or certificates pursuant to this Agreement.

                                   ARTICLE III
                              CAPITAL CONTRIBUTIONS

     3.1   ORIGINAL CAPITAL CONTRIBUTIONS.

           3.1.1   ALLEGANY AND LYA. Prior to the date of the amendment and
restatement of this Agreement, Allegany contributed in cash $40,000 to the
Partnership and LYA contributed $99,721.31, to the Partnership. Such amounts
previously contributed by Allegany and LYA constitute their respective

                                       22


"INITIAL CONTRIBUTIONS" and satisfy any and all obligations of Allegany and LYA
to make initial capital contributions to the Partnership. The obligations of
Allegany and LYA to make capital contributions in excess of such amounts
pursuant to Section 6(b) of the Original Agreement are hereby cancelled by the
amendment and restatement of this Agreement.

           3.1.2   SITA. Sita's initial capital contribution (its "INITIAL
CONTRIBUTION") to the Partnership shall be $1,000,000, of which $50,000 has been
paid to the Partnership on behalf of Sita prior to the date of the amendment and
restatement of this Agreement. Sita shall contribute in cash to the Partnership
the portion of the unpaid balance of its Initial Contribution in amounts not
less, and at dates not later, than those set forth in the Projections. Sita
shall make such contributions promptly and in any event within 10 days after
receipt of demand therefor from either Managing Partner, PROVIDED, that each
demand shall be for amounts not larger, and at dates not earlier, than those set
forth in the Projections. France Dechets, an affiliate of Sita, hereby agrees to
guaranty the payment of Sita's Initial Contribution as set forth above.

                   3.1.2.1   Sita has delivered to LYA and Allegany a true and
correct copy of a balance sheet of France Dechets as at and for the period ended
December 31, 1988; such balance sheet has been prepared in accordance with
generally accepted accounting principles as in effect in France, and

                                       23


presents fairly the financial condition of France Dechets as of the date
specified therein.

     3.2   ADDITIONAL CAPITAL CONTRIBUTIONS.

           3.2.1   GENERAL. No Partner shall be required to make capital
contributions to the Partnership in addition to their Initial Contributions but
each Partner may, in its sole discretion, make an additional capital
contribution to the Partnership if requested by both Managing Partners pursuant
to this Section 3.2.

           3.2.2   ALTERNATIVE FINANCING. As of the date of the amendment and
restatement of this Agreement, the Partners anticipate that the Partnership
shall finance its operations through a combination of indebtedness and income
generated through operations and that the Executive Committee will not request
the Partners to make additional capital contributions above their respective
Initial Contributions or seek to sell interests in the Partnership or future
landfill capacity to third parties. If the Executive Committee decides that the
Partnership needs to raise additional funds, it shall by written resolution (the
"FUNDING RESOLUTION") determine the amount needed (the "REQUIRED AMOUNT"), which
shall be reasonably related in the Executive Committee's sole discretion, to the
Partnership's foreseeable requirements for financing the Project. If either
(a) the Executive Committee is unable to agree on a Required

                                       24


Amount, or (b) the Executive Committee so agrees, but in either case one of the
Managing Partners nevertheless determines that it would be desirable for the
Partnership to raise funds in excess of the Required Amount, such amount (the
"OPTIONAL AMOUNT") shall be set forth in the Funding Resolution or the minutes
of the meeting at which the matter was considered. In either case, the Optional
Amount shall be reasonably related in that Managing Partner's sole discretion to
the Partnership's foreseeable requirements for financing the Project. The
Executive Committee shall have 70 days after the date of the Funding Resolution
to seek to raise the Required Amount through commercial financing and/or the
pre-sale of landfill capacity ("ALTERNATIVE FINANCING"). The Executive Committee
may determine that it is in the best interests of the Partnership to raise all
or part of the Required Amount through Alternative Financing if such financing
is available on terms acceptable to the Executive Committee in its sole
discretion.

           3.2.3   REQUESTS FOR ADDITIONAL CONTRIBUTIONS. If after the
expiration of such 70 days, the Executive Committee determines that the
Partnership cannot raise the entire Required Amount through Alternative
Financing on terms acceptable to the Executive Committee in its sole discretion,
the Executive Committee may determine that it is in the best interest of the
Partnership to increase the capital of the Partnership, and may request that all
Partners make such additional capital contributions ("ADDITIONAL CONTRIBUTIONS")
to the Partnership as

                                       25


may be necessary, in combination with any Alternative Financing, to raise the
Required Amount. Such a request shall be made in the form of a notice sent by
the Manager to all of the Partners. The amount requested from each Partner shall
be determined pro rata in accordance with that Partner's respective Percentage
Interest as of the date of the request. Upon receipt of the request, a Partner
may, in its sole discretion, either: (i) accept the request to make an
Additional Contribution to the Partnership, by delivery to the Manager of the
full amount requested in cash within 30 days of receipt of the request; or (ii)
reject the request in whole or in part, by giving notice to the Manager
specifying the Partner's decision within 30 days of receipt of a request
accompanied by payment in cash of the amount accepted. If a Partner fails to
give a notice to the Manager specifying the Partner's decision (or cash equal to
the amount accepted) within such 30-day period, it shall be deemed to have
rejected the request in full. A Partner who elects to make an Additional
Contribution in the full amount requested by the Managing Partners is referred
to as a "FULLY PARTICIPATING PARTNER". A Partner who elects not to make an
Additional Contribution in the full amount requested by the Managing Partners is
referred to as a "NON-FULLY PARTICIPATING PARTNER". The portion of a requested
Additional Contribution which any Non-Fully Participating Partner does not make
is called the "REMAINDER".

                                       26


           3.2.3.1 If the Executive Committee requests that the Partners make
Additional Contributions and the Required Amount is not more than $2,000,000,
Sita shall have the right, in its sole discretion, to lend to either or both
Allegany and LYA, on mutually acceptable terms, such amount as they may require
to make their respective Additional Contributions; PROVIDED, HOWEVER, that if
the Required Amount is greater than $2,000,000, Sita shall have the right to
lend either Allegany or LYA an amount which will enable the borrower to make its
respective pro rata portion of the amount by which the Required Amount exceeds
$2,000,000 plus an amount needed to purchase any Remainder, only if Sita offers
to lend to the other, on terms not less favorable, the other's respective pro
rata portion of such excess plus an amount needed to purchase any Remainder.

           3.2.4   REMAINDERS. If any Partner does not make all or part of a
requested Additional Contribution, the Manager, on the Partnership's behalf,
shall send a notice to each Fully Participating Partner offering each Fully
Participating Partner the right to contribute to the Partnership an amount up to
the entire Remainder. Each Fully Participating Partner may, in its sole
discretion, either: (i) accept the request to make an Additional contribution in
an amount specified up to the entire Remainder by giving notice of acceptance to
the Manager within 20 days of the request; or (ii) reject the request, by giving
notice to the Manager specifying the Fully Participating Partner's decision not
more than 20 days following the receipt of the

                                       27


Managing Partners' notice. If a Fully Participating Partner fails to give a
notice to the Manager specifying its decision within such period, it shall be
deemed to have rejected the offer in full. A Fully Participating Partner
electing to contribute all or part of the Remainder is referred to as an
"ELECTING PARTNER". If there is more than one Electing Partner, the Electing
Partners shall make their respective contributions pro rata in proportion to
their respective Percentage Interests as of the date of the request, or in such
other proportion as the Electing Partners agree. Each Electing Partner shall
make its contribution in cash promptly, and in any event, within 20 days of
receipt of notice from the Manager of the amount of the portion of the Remainder
to be contributed by that Electing Partner.

           3.2.5   PARTNER LOANS. If a Managing Partner determines that it is in
the best interest of the Partnership for the Partners to lend the Partnership
the Optional Amount, such Managing Partner may request that all Partners make a
loan (each a "PARTNER LOAN") to the Partnership in an aggregate amount necessary
to raise the Optional Amount. Such a request shall be made in the form of a
notice ("LOAN REQUEST") sent by the Manager to all of the Partners at the
request of such Managing Partner. The amount requested from each Partner shall
be determined pro rata in accordance with that Partner's respective Percentage
Interest as of the date of the Loan Request. Upon receipt of the Loan Request, a
Partner may, in its sole discretion either:

                                       28


(i) accept the request to make a Partner Loan to the Partnership, by delivery to
the Manager of the full amount requested in cash within 30 days of receipt of
the Loan Request; or (ii) reject the Loan Request in whole or in part, by giving
notice to the Manager specifying the Partner's decision within 30 days of
receipt of a request accompanied by payment in cash of the amount accepted. If a
Partner fails to give a notice to the Manager specifying the Partner's decision
(or cash equal to the amount accepted) within such 30-day period, it shall be
deemed to have rejected the Loan Request in full. A Partner who elects to make a
Partner Loan in the full amount requested is referred to as a "FULLY
PARTICIPATING LENDER". A Partner who elects not to make a Partner Loan in the
full amount requested is referred to as a "NON-FULLY PARTICIPATING LENDER". The
portion of a requested Partner Loan which any Non-Fully Participating Lender
does not make is called the "LOAN REMAINDER".

           3.2.6   LOAN REMAINDERS. If any Partner does not make all or part of
a requested Partner Loan, the Manager, on the Partnership's behalf, shall send a
notice to each Fully Participating Lender offering each Fully Participating
Lender the right to lend to the Partnership an amount up to the entire Loan
Remainder. Each Fully Participating Lender may, in its sole discretion, either:
(i) accept the request to make a Partner Loan in an amount specified up to the
entire Loan Remainder by giving notice of acceptance to the Manager within 20
days of the request; or (ii) reject the request, by giving notice to the

                                       29


Manager specifying the Fully Participating Lender's decision not more than 20
days following the receipt of the Manager's notice. If a Fully Participating
Lender fails to give a notice to the Manager specifying its decision within such
period, it shall be deemed to have rejected the offer in full. A Fully
Participating Lender electing to lend all or part of the Loan Remainder is
referred to as an "ELECTING LENDER". If there is more than one Electing Lender,
the Electing Lenders shall make their respective loans pro rata in proportion to
their respective Percentage Interests as of the date of the request, or in such
other proportion as the Electing Lenders agree. Each Electing Lender shall make
its loan in cash promptly, and in any event, within 20 days of receipt of notice
from the Manager of the amount of the portion of the Loan Remainder to be loaned
by that Electing Lender.

           3.2.7   TERMS OF PARTNER LOANS. Each Partner Loan shall bear simple
interest at a rate equal to the lower of 25% per 365 day year or the highest
rate legally permissible from time to time for loans of that amount and nature.
Partner Loans shall be an unsecured obligation of the Partnership payable not
later than 30 days after the end of each fiscal quarter, prior to any
distributions to the Partners or payment of any Preference to Herdman or Sita,
out of all Revenues of the Partnership available for distribution after giving
effect to any payments made for such quarter of expenses or into the Operating
Reserve but prior to any such payments into the Capital Reserve. Payments of

                                       30


Partner Loans shall be subject to adjustment on the basis set forth in Section
5.3. Payments on Partner Loans shall be applied first to accrued and unpaid
interest on all Partner Loans then outstanding (regardless of the date such
Loans were made) pro rata to the amount of interest owed to each Partner, until
all such interest has been paid, and thereafter to principal. Payment of
principal shall be made in the proportion that the principal amount of all
Partner Loans made by each Partner bears to the principal amount of all Partner
Loans made by all Partners. Notwithstanding the foregoing, the Executive
Committee shall have the right to prepay any Partnership Loans in whole or part
out of the proceeds of any Alternative Financing available therefor.

     3.3   SALE OF PARTNERSHIP INTERESTS. If the Partnership is unable to raise
the entire Required Amount through any combination of Alternative Financing and
Additional Contributions, the Executive Committee shall be permitted to attempt
to sell to a third party or parties (a "PURCHASER") other than a Partner, an
Interest in the Partnership for a price not less than that portion of the
Required Amount which the Partnership is unable to raise; PROVIDED, HOWEVER,
that the Purchaser complies with the requirements for new Partners set forth in
Section 8.5. Percentage Interests in distributions attributable to Interests
sold to a Purchaser pursuant to this Section 3.3 shall be determined pursuant to
Section 5.5.

                                       31


                                   ARTICLE IV
                          MANAGEMENT OF THE PARTNERSHIP

     4.1   DEFINITIONS.

           4.1.1   MAJOR DECISIONS. The term "MAJOR DECISION" means:

                   4.1.1.1   Acquisition of real property or assets for a
purchase price in excess of $5,000 in any individual case or $20,000 in the
aggregate for all purchases in any 12-month period;

                   4.1.1.2   Subject to Section 4.1.2.1, sale, lease, license,
mortgage, hypothecation, pledge, grant of security interest or lien or other
disposition of, or creation of any encumbrance on, or grant of any option or
other right to acquire, any interest in any Partnership property or assets,
including, without limitation, the Herdman Farm, the Project or any intangible
assets, such as development plans or easements;

                   4.1.1.3   Borrowing on a secured or unsecured basis on the
Partnership's behalf from any third party other than from a Partner as set
forth in Section 3.2.7.

                   4.1.1.4   Development and construction of the Project,
although the specific manner in which those improvements

                                       32


are carried out shall be subject to the day-to-day control of the Manager as
long as they are made in a manner consistent with a general development plan
approved by the Managing Partners or with any development agreement or other
agreement approved by the Managing Partners to which the Partnership is a party;

                   4.1.1.5   Employment or retention of, or change in, or the
amount of compensation payable to, the Manager or any other persons or entities
to sell or manage the Property;

                   4.1.1.6   Prepayment of any Partnership indebtedness
(including Partner Loans) prior to its stated maturity;

                   4.1.1.7   Requiring the Partners to make Additional
Contributions to the Partnership's capital;

                   4.1.1.8   Increasing or decreasing salary or contract
payments to any employee or independent contractor of the Partnership;

                   4.1.1.9   Loaning Partnership funds to any Partner or any
third party;

                   4.1.1.10  Commencing service agreements or other contractual
arrangements exceeding $5,000 per agreement or amending the terms of or
terminating such agreement;

                                       33


                   4.1.1.11  (i) Commencing litigation; (ii) determining to
settle or not to defend any claim against the Partnership; or (iii) in the event
of a total condemnation of any property of the Partnership, the decision to
consent to any award or to participate in any condemnation proceeding;

                   4.1.1.12  Making any application for any Permits or
contesting government or regulatory action relating to a Permit;

                   4.1.1.13  Use of Partnership assets, contracts or credit by
any Partner or any third party;

                   4.1.1.14  Subject to Section 11.3 hereof, amendment of this
Partnership Agreement;

                   4.1.1.15  Admission of new or substituted Partners;

                   4.1.1.16  Creation of a subsidiary of the Partnership or
causing the Partnership to enter into a joint venture or partnership with any
other person or entity;

                   4.1.1.17  Indemnification by the Partnership of any third
party or guarantee by the Partnership of any Partner's or any third party's
obligation;

                                       34


                   4.l.1.18  Amount and type of insurance to be carried
on Partnership property;

                   4.1.1.19  Partnership bank account withdrawals in excess of
amounts anticipated by the annual budget approved by the Executive Committee
from time to time.

                   4.1.1.20  Whether to sell additional Interests in the
Partnership pursuant to Section 3.3.;

                   4.1.1.21  Making or withdrawing an election under Code
Section 754;

                   4.1.1.22  Retaining or changing attorneys, auditors,
engineers or any other professional providing services to the Partnership and
determining the terms and conditions of any such retention;

                   4.1.1.23  Filing a voluntary petition under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect,
consenting to the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official), of the Partnership or for a
substantial part of its property, liquidation of the Partnership's affairs or
consenting to or failure to contest any involuntary case brought under any such
law against the Partnership or its property;

                                       35


                   4.1.1.24  Terminating or dissolving the Partnership except as
provided in Article IX;

                   4.1.1.25  Approving an annual budget;

                   4.1.1.26  Changing the annual budget during the course of a
year to increase expenses by more than 10% over budgeted expenses;

                   4.1.1.27  Establishing the Operating Reserve and Capital
Reserve or

                   4.1.1.28  Any other action not in the ordinary course of the
Partnership's business which could be reasonably expected to have a material
effect on the business or assets of the Partnership (other than those matters
which may be decided by one Managing Partner or Unanimous Decisions).

           4.1.2   UNANIMOUS DECISIONS. The following decisions ("UNANIMOUS
DECISIONS") shall require the unanimous consent of all Partners:

                   4.1.2.1   Sale or other disposition of all or substantially
all of the Partnership's property and assets, including without limitation, the
Herdman Farm and the Project; and

                                       36


                   4.1.2.2   Except as otherwise provided in Section 11.3,
amendment of this Partnership Agreement.

           4.1.3   DAILY MANAGEMENT. The term "DAILY MANAGEMENT" shall include
all matters relating to the conduct and management of the day-to-day business
and affairs of the Partnership (except for Major Decisions, Unanimous Decisions
and other than those matters which may be decided by one Managing Partner
pursuant to the terms hereof) and the implementation of all Major Decisions
subject, in all events, to the terms and conditions of this Agreement, the
Management or Employment Agreement described in Section 4.7 and the supervision
of the Managing Partners.

     4.2   EXECUTIVE COMMITTEE. The Managing Partners shall delegate their
decisions as to Major Decisions to the Executive Committee (the "EXECUTIVE
COMMITTEE"). The Executive Committee shall consist of not more than four
Representatives (each, a "REPRESENTATIVE"). Not more than two Representatives
(and alternates thereof) shall be appointed by each of Sita and Allegany, which
shall fill vacancies as they occur within 15 days. LYA shall not be represented
on the Executive Committee, PROVIDED, that either Manager Partner shall have the
right to appoint an affiliate of LYA as one of its Representatives. The initial
Representatives shall be as follows: for Allegany: Glenn T. Herdman and
________________, and for Sita: Emanuel Perol and

                                       37


Henri Stucki. Representatives shall serve for indefinite terms at the pleasure
of the appointing Partner.

           4.2.1   MEETINGS. The Executive Committee shall meet no less
frequently than every three months, with the place of the meeting to be the
Partnership's place of business, or such other place or places as the
Representatives shall agree.

           4.2.2   ACTION BY EXECUTIVE COMMITTEE.

                   4.2.2.1   The Executive Committee shall act either by
resolution adopted at a meeting of the Executive Committee or without a meeting
by written consent as evidenced by (i) an instrument signed (or several
instruments in like form together signed) by at least one Representative of each
Managing Partner holding such office at the time, or by (ii) cable or telex sent
by at least one such Representative of each Managing Partner.

                   4.2.2.2   At meetings of the Executive Committee, (i) two
Representatives (or their alternates), one representing (and having been
appointed by) each Managing Partner, shall constitute a quorum, (ii) each
Partner shall have one vote without regard to the number of its Representatives
present, and (iii) an act of the Executive Committee shall require the
affirmative vote of each Managing Partner acting through at least one of its
Representatives.

                                       38


                   4.2.2.3   All Major Decisions shall require action by the
Executive Committee, except that if there is only one Managing Partner at any
time, all references in this Agreement to the Executive Committee shall be
deemed to refer to the sole remaining Managing Partner.

                   4.2.2.4   In addition to and not in limitation of the powers
conferred by law, the Executive Committee shall have power and authority on the
Partnership's behalf and in its name, to enter into, make and perform such
contracts, arrangements, agreements and other undertakings and to do such other
acts as it deems necessary or advisable, or as may be incidental or necessary
for the conduct of the Partnership's business. All action taken by the Executive
Committee shall be binding and conclusive upon all the Partners; and shall not
be subject to question or review in any suit or proceeding except as provided in
Section 4.4.

                   4.2.2.5   LYA shall not be entitled to take part in or
interfere in any manner with the conduct or control of the Partnership or its
business without the prior written consent of the Executive Committee. LYA shall
have no right or authority to, and hereby agrees that it shall not, bind the
Partnership or execute any agreement, instrument or document on the
Partnership's behalf or hold itself out as having any such right or authority.

                                       39


           4.2.3   APPOINTMENTS AND REMOVALS. Appointments and removals of
Representatives and alternates by a Managing Partner shall be effective upon
notice given to the other Managing Partner.

           4.2.4   MANAGERS, ETC. The Executive committee shall appoint a
Manager and such other personnel as it shall deem appropriate to manage the
Daily Management of the Partnership.

     4.3   PARTNERSHIP EXPENSES. The Managing Partners may charge the
Partnership for any reasonable expenses incurred by them or the Executive
Committee or their respective Representatives in connection with the
Partnership's business, including any reasonable sum paid on behalf of or
chargeable to the Partnership in accordance with any agreement entered into by
the Partnership for consultation or management of the Property, and the
allocable portions of expenses incurred in connection with both the Partnership
and other activities. That allocation is to be determined by the Executive
Committee on any basis selected by them consistent with good accounting
practices. Payment shall be conditioned upon submission of appropriate
substantiation of such expenses.

     4.4   EXCULPATION. The Managing Partners and the Representatives shall not
be liable to the Partnership or to any Partner for any loss, cost, damage or
expense arising out of or

                                       40


in connection with the management, operation or conduct of Partnership business
and affairs or arising out of or in connection with their: (i) contracting for
the services of employees, brokers, agents or suppliers of the Partnership; (ii)
conduct or management of the Partnership's operations; or (iii) action taken,
determination made or expense incurred, by or on behalf of the Partnership;
PROVIDED, HOWEVER, that such act or omission was in accordance with, and duly
authorized in a manner consistent with, the terms of this Article IV; and
FURTHER PROVIDED that such act or omission did not constitute gross negligence,
willful misconduct or fraud. If the Partnership, either Managing Partner or any
Representative is a party to any claim, action or proceeding arising out of
conduct by either Managing Partner or Representative on behalf of, and duly
authorized by the Partnership, the other Partners shall defend, indemnify and
hold such Managing Partner or Representative harmless from more than its share
(measured by its share of Partnership loss allocations) of, all judgments, fines
and settlements, and for all reasonable expenses, including attorneys' fees';
PROVIDED, HOWEVER, that the Managing Partner or Representative acted in good
faith in the interest of the Partnership.

     4.5   OTHER ACTIVITIES. The Managing Partners are authorized to manage the
Partnership's business in conjunction with their respective other business
interests, activities and investments and shall not be obligated to devote all
or any

                                       41


particular part of their time and effort to the Partnership or its affairs.
Except as provided in this Article IV, neither this Agreement nor any activity
undertaken on behalf of the Partnership shall prevent any Partner from engaging
in other activities or businesses or from making investments, whether those
activities, businesses or investments are similar in nature to the Partnership's
business, whether individually or jointly with others, without any obligation to
account to the other Partners for any profits or other benefits derived, and
without having to offer an interest in those activities, businesses or
investments to the other Partners.

     4.6   TITLE HOLDING. Title to the Partnership's property shall be held in
the name of the Partnership or its nominee, or by a land trustee, provided that
the trustee shall have issued a certificate of beneficial interest naming the
Partnership or its nominee as the beneficial owner. If, on behalf of the
Partnership, the Managing Partners or nominee of the Partnership shall at any
time acquire record title to or a beneficial interest in the Property, the title
holder shall certify to the Partnership by instrument duly executed in form for
recording that he is acting only in the capacity of nominal record title holder
or beneficial owner for the benefit of the Partnership pursuant to the terms of
this Agreement.

     4.7   MANAGER. The Partnership shall retain a manager (the "MANAGER")
appointed by the Executive Committee who shall be

                                       42


responsible for Daily Management. The Manager may be one of the Partners, or a
person affiliated with a Partner; PROVIDED, HOWEVER, that the terms of any
Management or Employment Agreement between the Partnership and the Manager shall
be on commercially reasonable and competitive terms. Herdman shall be the
initial Manager. For the purposes of this Agreement a person or entity is
"AFFILIATED WITH" and an "AFFILIATE" of another person if he, she or it
controls, is controlled by or is under common control with that other person.

     4.8   BANK ACCOUNTS. The Partnership shall maintain one or more bank
accounts at a bank to be designated by the Executive Committee, in which shall
be deposited Partnership receipts, and from which Partnership expenses shall be
paid. All checks and all notes, bills of exchange, drafts or other documents for
the payment of money for Partnership purposes shall be signed in the
Partnership's name by such persons, determined by, and in accordance with rules
and procedures established by, the Executive Committee from time to time.

     4.9   BOOKS OF ACCOUNT. At all times from and after the date hereof, the
Executive Committee shall keep or cause to be kept full and true books of
account in accordance with income tax principles and procedures applied in a
consistent manner, which shall reflect all Partnership transactions and shall be
appropriate and adequate for the Partnership's business. The books of account
shall be audited as at December 31st of each

                                       43


year, and at other times as may be determined by the Executive Committee, by
Peat Marwick Main & Co. or such other independent accountants as shall be
selected by the Executive Committee. There shall be maintained at the principal
place of business of the Partnership: (i) copies of the Partnership's federal,
state and local income tax returns and reports, if any, for the three most
recent years; (ii) a copy of this Agreement and all amendments thereto and of
any financial statements of the Partnership for the three most recent years; and
(iii) copies of all other Partnership records. Each Partner or its duly
authorized representatives shall have the right at any time to inspect and copy
such books and documents during normal business hours upon reasonable notice.

     4.10  PREPARATION AND APPROVAL OF ANNUAL BUDGET. The Executive Committee
shall attempt in good faith to approve a budget for the Partnership annually and
such approval shall be a Major Decision. If the Executive Committee shall fail
to approve a proposed annual budget, the previous year's budget shall remain in
effect. The initial annual budget shall be prepared and submitted to the
Executive Committee as soon as practicable after the execution of this
Agreement. The Manager of the Partnership shall be responsible for the
preparation of each annual budget, including the initial annual budget. The
Manager shall prepare and submit the annual budget to the Executive Committee
for its consideration prior to the commencement of each fiscal year. The

                                       44


Manager shall deliver a copy of each annual budget to each Partner promptly
after its approval by the Executive Committee.

                                    ARTICLE V
                         RESERVE ACCOUNTS; DISTRIBUTIONS

     5.1   RESERVE ACCOUNTS.

           5.1.1   OPERATING RESERVE. The Partnership shall establish and
maintain an operating reserve account (the "OPERATING RESERVE") in an amount not
to unreasonably exceed, in any fiscal year, the ordinary and necessary expenses
of the Partnership reasonably foreseeable in the sole discretion of the
Executive Committee, for such year in accordance with the annual budget,
including payment of taxes, indebtedness (including Partner Loans), costs of
insurance, acquisition, leasing, maintenance, repair and replacement of
Partnership property, administration, operating and other expenses, and any
necessary payments into any reserves required by applicable law, such as a "post
closure and remediation fund." The Partnership shall attempt to spread deposits
into the Operating Reserve as evenly as reasonably practicable in the sole
discretion of the Executive Committee over the course of each fiscal year and
not to fund such Reserve entirely out of Revenues received early in such year.
All determinations by the Executive Committee concerning the amount of the
Operating Reserve and Capital Reserve and the timing of deposits to fund such
reserves shall be made in good

                                       45


faith and not with a primary view, toward reducing the amount of or delaying
distributions otherwise payable to Partners.

           5.1.2   CAPITAL RESERVE. In addition, the Partnership shall
establish and maintain a capital reserve account (the "CAPITAL RESERVE") for
capital expenses such as the construction of landfill cells, which shall be
funded in the sole discretion of the Executive Committee, in any amount equal to
not more than 20% of the remainder of (a) the Partnership gross revenues for
each fiscal quarter (as defined in accordance with generally accepted accounting
principles as in effect in the United States, consistently applied, "REVENUES"),
minus (b) the sum of (i) any amounts deposited into the Operating Reserve during
that quarter plus (ii) the Partnership's actual expenses for that quarter
(including, without limitation, any Revenues payable to Sita and/or Herdman
pursuant to the letter agreement among Sita, Herdman and the Partnership of even
date as to the allocation of 2.5% of the Partnership's Revenues (the
"PREFERENCE")). Any payments into the Capital Reserve shall be made not more
than 30 days after the last day of the fiscal quarter to which such payment
relates.

     5.2   DISTRIBUTIONS. Not more than 30 days after the last day of each
fiscal quarter, the Partnership shall distribute to the Partners the remainder
of (a) the sum of (i) the Revenues received during that quarter plus (ii) any
amounts released from the Operating and/or Capital Reserve for that quarter to
reflect

                                       46


a reduction in the level thereof, minus (b) the sum of (i) any amounts deposited
into the Operating Reserve during that quarter, plus (ii) any amounts deposited
into the Capital Reserve for that quarter plus (iii) the Partnership's actual
expenses for that quarter (including without limitation, the Preference). Each
payment shall be accompanied by a certificate of the Manager as to the
determination of the distribution. All distributions shall be made to the
Partners PRO RATA in accordance with their respective Percentage Interests.

     5.3   ADJUSTMENTS. Any rebates, discounts or other adjustments made to the
Partnership's Revenues after any payment has been made into the Operating
Reserve, Capital Reserve, or any distribution made to the Partners or payment of
the Preference shall be reflected in an adjustment made to the payment into the
Operating Reserve, Capital Reserve, distribution, or payment of the Preference
made in the next succeeding quarter or as soon thereafter as reasonably
practicable.

     5.4   PERCENTAGE INTEREST. The percentage of Partnership distributions to
which a Partner is entitled is called its "PERCENTAGE INTEREST". At all times
the total Percentage Interests of all Partners shall equal 100%. The Percentage
Interests of the Partners as of the date this Agreement was amended and restated
are as follows:

                                       47


              
           Allegany         40%
           LYA              20%
           Sita             40%

           


     5.5   ADJUSTMENTS. If a Partner elects not to make a requested Additional
Contribution, pursuant to Section 3.2, and (i) all or a portion of the Remainder
attributable to the Non-Fully Performing Partner is contributed by an Electing
Partner(s) pursuant to Section 3.2.3, then immediately upon the contribution by
the Electing Partner(s), the Percentage Interest of the Non-Fully Participating
Partner shall be reduced and the Percentage Interest of each Electing Partner
shall be increased at the rate of one percentage point for each $25,000 of the
Remainder which the Electing Partner contributes to the Partnership; and (ii)
if, as a result, an Interest in the Partnership is sold to a Purchaser pursuant
to Section 3.3, then immediately upon the payment of the purchase price by the
Purchaser, the Percentage Interest of the Non-Fully Participating Partner shall
be decreased at the rate of one percentage point for each $25,000 of purchase
price paid by the Purchaser, and the Purchaser shall receive a Percentage
Interest of one percentage point for each $25,000 of the purchase price paid;
PROVIDED, HOWEVER, that the Percentage Interests of Allegany and LYA shall not
be reduced below 10% and 4%, respectively.

                                       48


                                   ARTICLE VI
                           PARTNER'S CAPITAL ACCOUNTS

     6.1   CAPITAL ACCOUNTS. A capital account shall be established and
maintained for each Partner on the Partnership books (a "CAPITAL ACCOUNT"). Each
Partner's Capital Account shall be his Initial Contribution ("ORIGINAL CAPITAL
ACCOUNT") as adjusted pursuant to the terms of this Agreement. The Capital
Accounts of Allegany and LYA shall be adjusted to reflect the activities of the
Partnership prior to the date hereof.

           6.1.1   INCREASES. Each Partner's Capital Account shall be increased
(credited) by the amount of all Additional Contributions, if any, to Partnership
capital made by the Partner, the amount of all Net Income credited to the
Partner's account pursuant to Section 7.2 and the amount of any Partnership
liability assumed by the Partner or which are secured by any Partnership
property distributed to the Partner, unless the Partner's liability is limited
by a guarantee under Section 6.3.

           6.1.2   REDUCTIONS. Each Partner's Capital Account shall be reduced
(charged) by the amount of all Net Losses charged to the Partner's account
pursuant to Section 7.3, the amount of all withdrawals by and distributions to
the Partner, and the amount of any liabilities of the Partner assumed by the
Partnership or which are secured by any Partnership property contributed by the
Partner to the Partnership.

                                       49


     6.2   TREASURY REGULATIONS. The provisions of Section 6.1 are intended to
comply with Treasury Regulation Section 1.704-1(b) and shall be interpreted and
applied consistently therewith.

     6.3   GUARANTEES. If any Partner shall, with the written consent of both of
the Managing Partners, guarantee by separate agreement any Partnership
obligation or liability, the other Partners shall indemnify the guaranteeing
party for a pro rata share (based on each Partner's share of Partnership losses)
of any amount that it shall become obligated to pay as a result of such
guarantee.

                                   ARTICLE VII
                 DETERMINATION AND ALLOCATION OF INCOME AND LOSS

     7.1   DEFINITION OF NET INCOME OR LOSSES. For purposes of this Agreement
the terms "NET INCOME" and "NET LOSSES" shall mean the Partnership's annual
income or losses derived from its operations, after all operating expenses have
been paid or provided for, and after making all proper allowances for
depreciation, and including any gain or loss realized by the Partnership from
the sale or other disposition of any Partnership property. Net Income shall
include, without limitation, gross rents, tipping fees, interest, investment
income, and all other gross receipts or commissions received by the Partnership
for any other services, operations or transactions performed or taking place in,
upon or about the Herdman Farm or in connection with

                                       50


the Project, whether similar or dissimilar to those enumerated above. Operating
expenses shall include, without limitation, general administration expenses,
allocable expenses of the Partnership from its investments, and expense incurred
in connection with the operation of the Partnership and the production of income
that are incurred in good faith by the Partners or the Partnership in accordance
herewith.

           7.1.1   EXCESS NONRECOURSE LIABILITIES. The term "excess nonrecourse
liabilities" has the meaning set forth in Treasury Regulation Section
1.752-1T(e)(3)(ii).

     7.2   ALLOCATION OF NET INCOME. Net Income shall be allocated to the
Partners as follows, and in the following order of priority:

                7.2.1   first, in proportion to, and in an amount not greater
than, the excess of the aggregate amount of Net Losses allocated to the
respective Partners pursuant to Section 7.3 through the last day of the prior
fiscal year over the aggregate amount of Net Income allocated to the respective
Partners pursuant to this Section 7.2 through the last day of the prior fiscal
year; and

                7.2.2   then, the balance shall be allocated to the Partners in
accordance with their respective Percentage Interests.

                                       51


     7.3   ALLOCATION OF NET LOSSES. Net Losses shall be allocated to the
Partners as follows, and in the following order of priority:

           7.3.1   first, to the Partners, PARI PASSU in proportion to and in
an amount not exceeding their respective positive Capital Accounts; and

           7.3.2   then, the balance shall be allocated to the Partners in
accordance with their respective Percentage Interests.

     7.4   ALLOCATION AFTER ASSIGNMENT. If all or any part of a Partnership
Interest is Transferred or assigned in accordance with the provisions of this
Agreement at any time other than at the end of a fiscal year of the Partnership,
the amount, in respect of that Partnership Interest, of Partnership income,
gains, losses, deductions and credits as computed both for Partnership
accounting purposes and for Federal income tax purposes, shall be allocated
between the transferor and the transferee in the same ratio as the number of
days in that year before the date of the Transfer bears to the number of days
after that transfer; PROVIDED, HOWEVER, that the amount of Partnership Net
Income, Net Losses, deductions and credits arising out of: (i) the sale or other
disposition of all or substantially all of the Partnership's property; or (ii)
other extraordinary non-

                                       52


recurring items, shall be allocated to whomever holds the Partnership Interest
on the date such Net Income, Net Losses, deductions or credits are earned or
incurred.

     7.5   EXCESS NONRECOURSE LIABILITIES. For purposes of determining each
Partner's proportionate share of the "excess nonrecourse liabilities" of the
Partnership, each Partner's interest in partnership profits equals its
Percentage Interest in the Partnership.

     7.6   MONTHLY PRORATION. The Partnership shall use the
"interim-closing-of-the-books" method and the monthly convention. A Partner
entering the Partnership during the first 15 days of a month shall be treated as
entering the Partnership on the first day of the month in which it is admitted
as a Partner. A Partner entering after the fifteenth day of a month shall be
treated as entering the Partnership on the first day of the following month.
Each Partner entering or withdrawing from the Partnership shall be allocated its
share of Net Income and Net Losses, commencing or terminating with the month in
which the Partner is treated as having entered or withdrawn from the
Partnership.

                                       53


                                  ARTICLE VIII
                        ADMISSION OF ADDITIONAL PARTNERS
                                       AND
                      DISPOSITION OF PARTNERSHIP INTERESTS

     8.1   ADMISSION OF ADDITIONAL PARTNERS. No additional Partners may be
admitted to the Partnership without the prior written consent of both Managing
Partners and an appropriate amendment of this Partnership Agreement.

     8.2   DISPOSITION OF PARTNERSHIP INTEREST. A Partner shall not, whether
voluntarily or by operation of law, sell, transfer, give, assign, mortgage,
hypothecate, pledge, grant a security interest in or otherwise dispose of,
distribute or encumber (each, a "TRANSFER") all or a portion of its interest in
the Partnership ("INTEREST") without first complying with the provisions of this
Article VIII. A Transfer of any equity interest in any Partner, or any option,
warrant, or other right to acquire any equity interest in any Partner, to any
person who was not an owner of any equity interest of that Partner immediately
prior to the Transfer shall be treated as a Transfer subject to the right of
first refusal pursuant to this Article VIII.

           8.2.1   TRANSFERS NOT PERMITTED. The provisions of this Article VIII
shall not permit a Transfer of an Interest in the Partnership by gift or in
contemplation of or in connection with any matrimonial separation or divorce
without prior compliance with the provisions of this Article VIII.

                                       54


           8.2.2   PERMITTED TRANSFERS. Notwithstanding anything to the contrary
contained in this Article, neither (i) a Transfer of an Interest in the
Partnership to a corporation or other entity wholly-owned, directly or
indirectly, by Allegany or LYA, or in the case of Sita, to any affiliate of
Sita, (ii) a Transfer of an equity interest in a Partner, or an option, warrant,
or other right to acquire an equity interest in a Partner, by the holder of an
equity interest in that Partner (a "SHAREHOLDER") to the Shareholder's spouse,
children, trust solely for the benefit of the Shareholder, the Shareholder's
wife and/or children, or to a corporation wholly-owned by such persons or
trusts, nor (iii) a Transfer of an equity interest in Sita, or an option,
warrant or other right to acquire an equity interest in Sita, by a Shareholder
of Sita to any affiliate of Sita shall be subject to the provisions of this
Article VIII; PROVIDED, HOWEVER, that, in either case, the equity of the
Transferee shall not be further Transferred without conformance with this
Article VIII and provided that the Transferee complies with the requirements of
Section 8.5 (except Section 8.5.1).

     8.3   FIRST REFUSAL OFFER.

           8.3.1   NOTICE. If a Partner (a "SELLING PARTNER") wishes to Transfer
an Interest pursuant to a bona fide offer (an "OFFER") from an unrelated third
party (a "TRANSFEREE"), the Selling Partner shall notify the other Partners
("OTHER

                                       55


PARTNERS") setting forth in that notice (i) the identity of the proposed
Transferee (including if the proposed Transferee is a corporation, the identity
of its directors, executive officers and principal shareholders or, if the
proposed transferee is a partnership, the identity of its general partner(s));
(ii) the percentage of the Interest to be sold or pledged; (iii) the proposed
selling price ("SELLING PRICE") and all other material terms and conditions of
the proposed Transfer and; (iv) a representation that the Offer is bona fide.
That notice shall constitute an offer ("FIRST REFUSAL OFFER") to sell all, but
not less than all, of the Interest specified in that notice at the Selling Price
and on the other terms specified in the First Refusal Offer to the other
Partners. In the case of a mortgage, hypothecation, pledge, security interest or
other lien (each, a "PLEDGE"), the pledging Partner ("PLEDGOR") shall before and
as a condition of making the pledge (a) notify the Other Partners of the pledge
terms, the pledgee's identity and the terms of the obligation secured by the
pledge and (b) obtain the pledgee's written agreement to (1) notify the Other
Partners prior to foreclosing upon the pledged Interest and (2) honor the first
refusal rights of the Other Partners provided in this Agreement. Any notice from
the pledgee of intended foreclosure shall constitute a First Refusal Offer as to
the pledged Interest.

           8.3.2   ACCEPTANCE. An Other Partner receiving a First Refusal Offer
way accept it by giving notice of acceptance to the Selling Partner and the
Manager not later than 15 days

                                       56


after delivery of the First Refusal Offer. An Other Partner accepting a First
Refusal Offer is called an "ACCEPTING PARTNER". The acceptance shall state that
the Accepting Partner wishes to purchase the offered Interest at the Selling
Price. If an Other Partner fails to accept a First Refusal offer within the
15-day period, it shall be deemed to have rejected the offer. If there is more
than one Accepting Partner, they shall purchase the Interest pro rata in
accordance with their respective Partnership Interests, or in such other
proportion as they shall agree.

           8.3.3   SALE OF PARTNERSHIP INTEREST, A Selling Partner making a
First Refusal Offer that is not accepted in full by the Other Partners within
the 15-day period set forth in Section 8.3.2 shall be free to Transfer all (but
not less than all) of the Interest included in the First Refusal Offer to the
Transferee at a price not less than the Selling Price and on terms not more
favorable to the Transferee than those set forth in the First Refusal Offer, for
a period of 90 days after delivery of the notice contemplated by Section 8.3.2.
If the Transfer is not made within the 90-day period, no Transfer of the
Interest may be made without again fully complying with the restrictions on
Transfer imposed by this Article VIII. If the Selling Partner is a Managing
Partner, the Transferee shall not become a Managing Partner.

           8.3.4   CLOSING AND PAYMENT. The closing of the Transfer of any
Interest offered to and accepted by an Accepting

                                       57


Party pursuant to this Article VIII ("CLOSING") shall take place at the
Partnership's offices not more than 30 days after the date of timely acceptance
or such other place as the Accepting Partner(s) and the Selling Partner shall
agree.

           8.3.5   COME-ALONG; TAKE-ALONG. If the Other Partners fail to accept
a First Refusal Offer with respect to all of the Interest specified therein
within the period provided in Section 8.3.2 the Offer shall nevertheless be
subject to the Other Partners' right (a "TAKE-ALONG RIGHT") to cause the Offer
to be conditioned on the Transferee's purchase of all (but not less than all) of
the Other Partner's(s') Interest(s) upon the same terms set forth in the Offer;
PROVIDED, HOWEVER, that the Other Partners shall have the right to elect to
receive cash equal to the fair market value of any non-cash consideration.

     An Other Partner may exercise its Take-Along Right by giving written notice
of acceptance to the Selling Partner, the Manager and the proposed Transferee
not later than 15 days after delivery of the First Refusal offer. The notice of
exercise shall specify whether the Other Partner elects to receive all cash
consideration. If an Other Partner fails to exercise its Take-Along Right within
the required period, it shall be deemed to have waived such right. If the Other
Purchaser exercises its Take-Along Right, any closing of the Transfer shall take
place within the period specified in Section 8.3.4.

                                       58


           8.3.6   EFFECT OF NONCOMPLYING TRANSFER. Any attempted Transfer of an
Interest without: (i) compliance with the provisions of Sections 8.2 and 8.3,
and (ii) the Transferee's compliance with the requirements of Section 8.5 shall
be entirely void and shall not be effective to transfer legal title or
beneficial ownership.

     8.4   ADDITIONAL AND SUBSTITUTED PARTNERS. Except as provided in this
Section 8.4 and Section 8.5, no "Additional" or "Substituted Partner" may be
admitted to the Partnership. A "SUBSTITUTED PARTNER" is a person admitted to the
Partnership as a Partner with all the rights of a Partner who has transferred
its Interest in accordance with the provisions of this Agreement. An
"ADDITIONAL PARTNER" is a person acquiring a Partnership Interest (other than an
Interest previously owned by a Partner) directly from the Partnership and who is
admitted to the Partnership as Partner in accordance with the provisions of this
Agreement.

     8.5   ADMISSION OF ADDITIONAL AND SUBSTITUTE PARTNERS. No Additional
Partners shall be admitted to the Partnership except for Purchasers who purchase
Interests pursuant to Section 3.3. No Substituted Partners shall be admitted to
the Partnership except for permitted Transferees pursuant to Sections 8.2.2,
8.3.3 and 8.3.5. All Additional Partners and Substituted Partners must satisfy
the following conditions prior to admission to the Partnership:

                                       59


           8.5.1   CONSENT OF EXECUTIVE COMMITTEE. The Executive Committee
consents in writing to the admission, which consent may be given or withheld in
the sole discretion of the Executive Committee;

           8.5.2   EXECUTION OF AGREEMENT. The Transferee or Purchaser executes
a counterpart of this Agreement or an instrument in form and substance
satisfactory to the Executive Committee and counsel for the Partnership, by
which the Transferee or Purchaser agrees to be bound by this Agreement as a
Partner, including, without limitation, the restrictions on transfer of this
Article VIII, including any amendments, and any necessary certificates and
agrees to be bound by each of its provisions and terms; and

           8.5.3   INSTRUMENT OF TRANSFER, In the case of a Transfer, the
Selling Partner executes, acknowledges and delivers to the Executive Committee
an instrument of transfer satisfactory in form and substance to the Executive
Committee and counsel for the Partnership;

           8.5.4   NO TERMINATION. The Transfer or purchase would not result in
the termination of the Partnership under the Code or any other applicable
federal and state law; and

                                       60


           8.5.5   SECURITIES LAW MATTERS. In the opinion of counsel for the
Partnership, a Transfer or purchase would not violate any applicable federal or
state securities laws or any other applicable laws; and

           8.5.6   INVESTMENT REPRESENTATION. The Transferee or Purchaser
represents in writing that it is acquiring the Interest for its own account for
investment and not with the intention of resale, fractionalization or
distribution; and

           8.5.7   FEES AND EXPENSES. The Partnership is paid a fee sufficient
to pay actual and reasonable expenses of the Partnership in connection with the
Transfer or purchase.

     8.6   INCOMPETENCE. No Interest may be assigned or transferred to a person
who is a minor or a person adjudged to be insane or incompetent as of the date
of the Transfer or assignment or to any firm or entity not lawfully empowered to
own or possess an Interest. Any attempted Transfer, contrary to this Section
shall be entirely void, shall not be effective to transfer legal title or
beneficial ownership and shall not bind the Partnership. As a condition to
filing with the Partnership a Transfer of a Partnership Interest, the Executive
Committee may require an affidavit evidencing legal age and competence of the
Transferee.

                                       61


     8.7   NO WITHDRAWAL. No Partner may withdraw or retire from the Partnership
without the written consent of the Executive Committee, except in connection of
the Transfer of its entire Interest in accordance with Section 8.2 or 8.3.

     8.8   TERMINATION OF A PARTNER. If any of the following events shall occur
with respect to a Partner (each an "EVENT OF WITHDRAWAL") such Partner shall be
deemed a "WITHDRAWN PARTNER":

           8.8.1   BANKRUPTCY. If it becomes bankrupt;

           8.8.2   INCOMPETENCE. If he or she is a natural person, upon his or
her death or adjudicated incompetence;

           8.8.3   CORPORATE DISSOLUTION. If it is a corporation, upon the
filing of a certificate of dissolution or its equivalent for such corporation,
or the revocation of its charter or certificate of incorporation;

           8.8.4   PARTNERSHIP DISSOLUTION. If it is a partnership, upon the
dissolution and commencement of winding up of such partnership, or the
occurrence of any of the events described in paragraphs (a), (b) and (c) above
with respect to the last general partner of such partnership.

                                       62


           8.8.5   ATTEMPTED WITHDRAWAL. If it attempts to withdraw or retire
from the Partnership in contravention of Section 8.7.

     No Partner shall voluntarily take any action or omit to take any action)
which would cause any of the events described in Sections 8.8.1 through 8.8.5 to
occur with respect to it.

     8.9   EFFECT OF A PARTNER BECOMING A WITHDRAWN PARTNER. If a Partner
becomes a Withdrawn Partner, the following shall apply:

           8.9.1   CONTINUATION. The Partnership shall be continued as a
partnership except as otherwise provided in Section 8.9.2 below;

           8.9.2   EXECUTIVE COMMITTEE. If such Event of Withdrawal shall occur
with respect to the last Managing Partner who is a Managing Partner on the date
of this Agreement, the remaining Partners shall elect a replacement Managing
Partner as of the date of the Event of Withdrawal. Failing the Partners' ability
to elect a replacement Managing Partner, the Partnership shall be terminated;

           8.9.3   ESTATES, ETC. The estate, legal representatives or successors
of a Partner who retires, withdraws or with respect to whom an Event of
Withdrawal shall occur shall

                                       63


not be admitted as Substituted Partners, but shall succeed to such Partner's
economic interest in the Partnership.

                                   ARTICLE IX
                           DISSOLUTION AND TERMINATION

     9.1   DISSOLUTION. Unless sooner terminated as provided in this Article IX,
the Partnership shall continue until the fiftieth anniversary of the
commencement of commercial operations or such earlier date as the Executive
Committee shall agree in writing; PROVIDED, HOWEVER, that either Managing
Partner shall have the right to terminate the Partnership after the fifth
anniversary of the date hereof if all Permits necessary to commence construction
of the Project shall not have been received, issued or granted on or prior to
that date.

     9.2   WINDING UP. Upon dissolution or termination of the Partnership the
Partnership shall be liquidated as promptly as practicable under the supervision
and control of the Executive Committee. If there is no Managing Partner
available to liquidate the Partnership, the other surviving Partner shall wind
up the Partnership's affairs. The Partner winding up the Partnership shall have
all the rights and powers over Partnership assets and liabilities in connection
with the liquidation which all Partners had over Partnership assets and
liabilities during the Partnership term, including the right to make all Major
Decisions without the consent of the other Partner(s). The Partnership's assets
shall be liquidated as promptly as possible

                                       64


without materially reducing their value. All income and losses incurred by the
Partnership in liquidation shall be allocated to the Partners in the manner
provided in Article VII. If any Partner's Capital Account has a deficit balance
(after giving effect to all contributions, distributions, and allocations for
all taxable years including the year in which liquidation occurs), that Partner
shall make a capital contribution to the Partnership in the amount necessary to
restore its deficit balance to zero in accordance with Treasury Regulation
Section 1.704-1(b)(2)(ii)(b)(3).

     9.3   LIQUIDATION PROCEEDS. The proceeds from liquidation of Partnership
assets shall be applied as follows and in the following order of priority:

           9.3.1   LIABILITIES. First, to the payment of the Partnership's debts
and liabilities and the expenses of liquidation.

           9.3.2   RESERVES. Next, to the establishment of such reserves as the
Executive Committee (or remaining Partner) may deem necessary for any contingent
or unforeseen liabilities of the Partnership;

           9.3.3   DISTRIBUTIONS. Then to the Partners PARI PASSU, in proportion
to their positive Capital Account balances

                                       65


after taking into account all Capital Account adjustments for the taxable year
in which the liquidation occurs.

           9.3.4   NON-CASH DISTRIBUTIONS. Each Partner may receive, at the
election of the Executive Committee, but shall not have the right to demand,
property other than cash upon determination and dissolution of the Partnership.
Any distributions of property other than cash will for the purposes of this
Article IX, be treated as if the property distributed were sold, the Partnership
received cash proceeds equal to the property's then fair market value (not of
liabilities encumbering the property), and the cash sales proceeds were then
distributed.

                                    ARTICLE X
                           CONFIDENTIALITY; PUBLICITY

     10.1  CONFIDENTIALITY. Except as compliance may be waived in writing in a
particular instance by Sita, each of the Partners shall, and shall cause their
respective officers, directors, shareholders, employees, and subcontractors to
hold all Confidential Information in strict confidence and shall not disclose
any Confidential Information unless: (i) the information in question is, or
becomes, public knowledge without fault of the disclosing party; (ii) is
rightfully obtained by the disclosing party from a third party with no
restriction on disclosure; or (iii) was previously known or is independently
developed or discovered by the disclosing party.

                                       66


     Each of the Partners shall restrict access to every portion of the
Confidential Information to those of its officers, directors, employees,
shareholders and subcontractors who shall have a need to receive or have access
to those portions for the purposes of this Agreement or of any employment,
management, services or other agreement between the Partnership and such person,
and shall take all reasonable steps to prevent any unauthorized access to,
copying, use, publication, disclosure or other dissemination of such
Confidential Information, all in such manner as to protect the trade secrets and
proprietary rights of the Partnership, Sita and its affiliates in and to the
Confidential Information. Each of the Partners represents, warrants and
covenants to Sita that it will have agreements in force with its officers,
directors, shareholders, employees and subcontractors in form and substance
satisfactory to Sita, which will adequately protect the trade secrets and
proprietary rights of the Partnership, Sita and its affiliates in and to the
Confidential Information, and each Partner will take all other reasonable steps,
through the use of other legally enforceable measures, to require that its
officers, directors, employees and subcontractors treat and maintain the
Confidential Information as confidential.

     10.2  CONFIDENTIAL INFORMATION. For the purposes of this Agreement,
"CONFIDENTIAL INFORMATION" means all confidential and proprietary information of
the partnership, Sita and its affiliates not generally known in the landfill,
waste management

                                       67


and disposal industries including, without limitation, manufacturing know-how,
lines of research and development previously undertaken, in process or planned
and the results thereof, identities of sources of supply, identities of
customers, special customer needs, operating and cost data, sales and pricing
data, and marketing, financial and other business plans. Without limiting the
generality of the foregoing, Confidential Information shall include all
Technology of Sita and its affiliates licensed to the Partnership pursuant to
the License Agreement of even date between Sita, as licensor, and the
Partnership, as licensee.

     10.3  GOVERNMENT OR COURT ORDER. Nothing in Article X shall prevent a
person from disclosing Confidential Information under order of a court or
governmental agency having jurisdiction, but only after having given Sita timely
notice and affording it full opportunity to appeal such order, seek a protective
order or take other action for protection of its Confidential Information as it
deems appropriate. The person required to make such disclosure shall make all
reasonable efforts to have any such order modified to (i) limit production, use
and disclosure of the Confidential Information to the narrowest scope of
disclosures practicable under the circumstances, and (ii) provide for holding
all proceedings IN CAMERA, with a sealed record.

                                       68


     10.4  PUBLICITY. Neither the Partnership nor any Partner nor any of their
respective affiliates will release or file any press release or other public
announcement (including any document filed with any regulatory authority)
concerning the investments, transactions or agreements described in or
contemplated by this Agreement without the prior review of and consent to the
form of the release or filing by the Executive Committee. Notwithstanding the
foregoing, if any Partner is advised by its counsel that any such release or
announcement is required as of a specific date by applicable law, such Partner
shall submit such release or announcement to the Executive Committee for review
a reasonable period of time prior to the date on which release or filing is
required by law, but need not obtain such other Partner's approval, prior to
its timely release or filing.

     10.5  INJUNCTIVE RELIEF. Each of the Partners agree that Sita and its
affiliates and the Partnership would be irreparably damaged by breach by a
Partner and/or its respective officers, directors, employees, shareholders and
subcontractors of any of their respective covenants and agreements under this
Article X and that, in the event of any breach or threatened breach of any such
covenant or agreement, in addition to any other remedy available to Sita and its
affiliates, at law or in equity, Sita and its affiliates and the Partnership
shall be entitled to a temporary restraining order and injunctive relief

                                       69


compelling specific performance of, or other compliance with, the terms of this
Article X, or to prevent any threatened breach.

                                   ARTICLE XI
                                  MISCELLANEOUS

     11.1  NOTICES. Any notices required under this Agreement shall be in
writing and shall be deemed to have been duly given if (i) sent by registered
mail, return receipt requested, or (ii) (a) hand delivered, (b) sent by
facsimile or telex or (c) sent by overnight courier (with, in the case of
(ii)(a), (b) or (c), a copy simultaneously sent by registered mail return
receipt requested), to the address or facsimile or telex number set forth below
and in the case of Allegany and Sita with copies provided in the same manner at
the same time to the persons shown below:

  if to Allegany:

     Allegany Environmental Systems, Inc.
     P.O. Box 68
     Belmont, NY 14813

     Facsimile: ____________
     Telex: ______________, Answerback: _____________

     Attn:  Mr. Glenn Herdman

                                       70


  if to Sita:

     Sita Hyland Corp.
     c/o Sita S.A.
     7, rue de Logelbach
     B.P. 702-75821
     Cedex 17
     Paris, France

     Facsimile: 011-33-1-47-63-77-55
     Telex: 641 049F, Answerback: _______________

     Attn:  Mr. Henri Stucki

  with a copy to:

     Milgrim Thomajan & Lee P.C.
     53 Wall Street
     New York, NY 10005-2815

     Facsimile: (212) 858-5301
     Telex: 662124, Answerback: ______________

     Attn:  Raymond F. Steckel, Esq.

  if to LYA:

     LYA Associates, Inc.
     c/o Harris Beach & Wilcox
     130 East Main Street
     Rochester, NY 14604

     Facsimile: (716) 546-2571
     Telex: ______________, Answerback: _______________

     Attn: Gunther K. Buerman, Esq. and
           John W. Clarke, Esq.

or to such other addresses and number as shall be furnished from time to time by
the party entitled to receive such notices in the manner provided in this
Section 11.1. Each notice shall be deemed to have been given on the date
received (in the case of telex or facsimile, at the local time and date of
receipt of telex or facsimile).

                                       71


     11.2  GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York applicable to agreements
negotiated, executed and wholly performed within that State and shall be binding
upon the parties, their heirs, executors, administrators, successors and
assigns.

     11.3  AMENDMENTS. This Agreement may be amended or modified as it affects
Capital Accounts and distributions of the Partners, Percentage Interests,
purposes of the Partnership, obligations of the Partners to make capital
contributions, and the sale of Partnership Interests only upon written approval
of all of the Partners. This Agreement may be amended or modified by written
consent of the Executive Committee for all other purposes including admitting a
new partner pursuant to the terms of this Agreement.

     11.4  COUNTERPARTS. This Agreement may be signed in multiple counterparts,
each of which shall constitute an original, but all of which shall together
constitute a single agreement.

     11.5  WAIVERS. No failure or delay by either party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude the exercise of any other right,
power or

                                       72


privilege. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided in law or equity.

     11.6  NO THIRD-PARTY BENEFICIARIES. None of the provisions of this
Agreement shall be for the benefit of or enforceable by any third parties,
including, without limitation, creditors of the Partnership or of the Partners.

     11.7  INTEGRATION. This Agreement and any other document referred to herein
or therein and any agreements executed in connection herewith, constitute the
entire agreement between the parties and their affiliates pertaining to the
subject matter of this Agreement and supersede all prior and contemporaneous
agreements and understandings of the parties in connection therewith including
the Original Agreement. No covenant, representation or condition not expressed
in this Agreement or such other agreements, if any, shall affect, or be
effective to interpret, change or restrict, the express provisions of this
Agreement.

     11.8  PARTIAL INVALIDITY. If the application of any term or provision of
this Agreement or any part of such term or provision to any person or
circumstance shall be invalid or unenforceable, the remainder of this Agreement
or the application of such term or provision or remainder thereof to persons or
circumstances other than those as to which it is held invalid or

                                       73


unenforceable shall not be affected thereby and shall be enforceable to the
fullest extent permitted by law.

     11.9  POWER OF ATTORNEY. Each Partner hereby makes, constitutes and
appoints the Executive Committee and each Managing Partner, with the full power
of substitution, the true and lawful attorney of, and in the name, place and
stead of, such Partner, with the power from time to time to execute,
acknowledge, make, swear to, verify, deliver, record, file and/or publish: (i)
this Agreement or the Partnership certificate or fictitious or assumed name
certificate under the laws of any jurisdiction, any future amendment to the
Partnership certificate or fictitious name certificate (including, but not
limited to, amendments reflecting the withdrawal or admission of any Partner or
the return, in whole or in part, of the contribution of any Partner or the
addition or substitution of Partners or a reduction in Partnership capital) or
any other document required from time to time to admit such Partner, to effect
its substitution as a Partner, or to effect the substitution of the Partner's
assignee or Transferee as a Partner as to any or all of the Interest of the
Partner in the Partnership; PROVIDED, HOWEVER, that any such withdrawal,
admission, substitution or other action has been consented to by all Partners
whose consent is required hereunder; (ii) any amendment to the Partnership
certificate or fictitious or assumed name certificate or any other document
required to reflect any action of the Partners or the Executive Committee,
consented to by all Partners whose

                                       74


consent is required hereunder or whether or not such Partner consented to such
action if such Partner's consent is not required therefor; and (iii) any other
instrument, certificate or document as may be required by any regulatory agency,
the laws of the United States, any state or any other jurisdiction in which the
Partnership is doing or intends to do business or which the Executive Committee
shall deem advisable to file or record; PROVIDED, HOWEVER, that such instrument,
certificate or document is in accordance with the terms of this Agreement as
then in effect and has been consented to by all Partners whose consent is
required hereunder.

                                       75


                                    EXECUTION

     The parties executed this Agreement whereupon it entered into full force
and effect in accordance with its terms.

                                         ALLEGANY ENVIRONMENTAL SYSTEMS, INC.


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

                                         LYA ASSOCIATES, INC.


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

                                         SITA HYLAND CORP.


                                         By: /s/ [ILLEGIBLE]
                                            ------------------------------------


                                         ---------------------------------------
                                         Glenn T. Herdman, Individually, solely
                                         for the purpose of joining in the
                                         representations and warranties set
                                         forth in Article II


                                         FRANCE DECHETS,
                                         solely for the purpose of guaranteeing
                                         Sita's Initial Contribution of capital
                                         as set forth in Section 3.1.2


                                         By: /s/ [ILLEGIBLE]
                                            ------------------------------------
                                            Title: General Manager

                                       72


                                    EXECUTION

     The parties executed this Agreement whereupon it entered into full force
and effect in accordance with its terms.

                                         ALLEGANY ENVIRONMENTAL SYSTEMS, INC.


                                         By:  /s/ Glenn T. Herdman
                                            ------------------------------------
                                            Title:

                                         LYA ASSOCIATES, INC.


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

                                         SITA HYLAND CORP.


                                         By:
                                            ------------------------------------


                                         /s/ Glenn T. Herdman
                                         ---------------------------------------
                                         Glenn T. Herdman, Individually, solely
                                         for the purpose of joining in the
                                         representations and warranties set
                                         forth in Article II


                                         FRANCE DECHETS,
                                         solely for the purpose of guaranteeing
                                         Sita's Initial Contribution of capital
                                         as set forth in Section 3.1.2


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

                                       72


                                    EXECUTION

     The parties executed this Agreement whereupon it entered into full force
and effect in accordance with its terms.


                                         ALLEGANY ENVIRONMENTAL SYSTEMS, INC.


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

                                         LYA ASSOCIATES, INC.


                                         By:  /s/ [ILLEGIBLE]
                                            ------------------------------------
                                            Title: Secretary

                                         SITA HYLAND CORP.


                                         By:
                                            ------------------------------------


                                         ---------------------------------------
                                         Glenn T. Herdman, Individually, solely
                                         for the purpose of joining in the
                                         representations and warranties set
                                         forth in Article II


                                         FRANCE DECHETS,
                                         solely for the purpose of guaranteeing
                                         Sita's Initial Contribution of capital
                                         as set forth in Section 3.1.2


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

                                       72



                                                                    Exhibit 3.58

                                   CERTIFICATE

                                 STATE OF OREGON

                        OFFICE OF THE SECRETARY OF STATE
                              CORPORATION DIVISION

I, BILL BRADBURY, SECRETARY OF STATE OF OREGON, AND CUSTODIAN OF THE SEAL OF
SAID STATE, DO HEREBY CERTIFY:


                      THAT THE ATTACHED DOCUMENT FILE FOR:
                             K-C INTERNATIONAL, LTD.

                    IS A TRUE COPY OF THE ORIGINAL DOCUMENTS
                     THAT HAVE BEEN FILED WITH THIS OFFICE.


[SEAL]                                   IN TESTIMONY WHEREOF, I HAVE
                                         HEREUNTO SET MY HAND AND
                                         AFFIXED HERETO THE SEAL OF
                                         THE STATE OF OREGON.

                                         BILL BRADBURY, SECRETARY OF STATE


                                         BY  /s/ Debra L. Virag
                                             ---------------------------------
                                             DEBRA L. VIRAG
                                             MAY 17, 2002

         Come visit us on the Internet at http://www.filinginoregon.com
                               FAX (503) 378-4381

                                                                            1105



                                                 10/06/97 11:53 AM 000#2962  A50
                                                            BUSINESS REG  $50.00

598019-86

                                                                   FILED

                                                                OCT - 6 1997

                                                                   OREGON
                                                              SECRETARY OF STATE

                            ARTICLES OF INCORPORATION

                             K-C INTERNATIONAL, LTD.

                                    ARTICLE I

             The name of the Corporation is K-C International, Ltd.

                                   ARTICLE II

     A.   The Corporation is authorized to issue shares of two classes of stock:
1,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock.

     B.   Holders of Common Stock are entitled to one vote per share on any
matter submitted to the shareholders. On dissolution of the Corporation, after
any preferential amount with respect to the Preferred Stock has been paid or
set aside, the holders of Common Stock and the holders of any series of
Preferred Stock entitled to participate in the distribution of assets are
entitled to receive the net assets of the Corporation.

     C.   The Board of Directors is authorized, subject to limitations
prescribed by the Oregon Business Corporation Act, as amended from time to time
(the "Act"), and by the provisions of this Article, to provide for the issuance
of shares of Preferred Stock in series, to establish from time to time the
number of shares to be included in each series and to determine the
designations, relative rights, preferences and limitations of the shares of each
series. The authority of the Board of Directors with respect to each series
includes determination of the following:

          (1)  The number of shares in and the distinguishing designation of
that series;

          (2)  Whether shares of that series shall have full, special,
conditional, limited or no voting rights, except to the extent otherwise
provided by the Act;

          (3)  Whether shares of that series shall be convertible and the terms
and conditions of the conversion, including provision for adjustment of the
conversion rate in circumstances determined by the Board of Directors;

          (4)  Whether shares of that series shall be redeemable and the terms
and conditions of redemption, including the date or dates upon or after which
they shall be redeemable and the amount per share payable in case of redemption,
which amount may vary under different conditions or at different redemption
dates;

                                                              [ILLEGIBLE] 100697

                            VOID IF ALTERED OR ERASED

                 VOID WITHOUT WATERMARK OR IF ALTERED OR ERASED



          (5)  The dividend rate, if any, on shares of that series, the manner,
of calculating any dividends and the preferences of any dividends;

          (6)  The rights of shares of that series in the event of voluntary or
involuntary dissolution of the Corporation and the rights of priority of that
series relative to the Common Stock and any other series of Preferred Stock on
the distribution of assets on dissolution; and

          (7)  Any other rights, preferences and limitations of that series that
are permitted by law to vary.

                                   ARTICLE III

          No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for conduct as a director,
provided that this Article shall not eliminate the liability of a director for
any act or omission for which such elimination of liability is not permitted
under the Oregon Business Corporation Act. No amendment to the Oregon Business
Corporation Act that further limits the acts or omissions for which elimination
of liability is permitted shall affect the liability of a director for any act
or omission which occurs prior to the effective date of the amendment.

                                   ARTICLE IV

          The Corporation shall indemnify to the fullest extent not prohibited
by law any current or former director of the Corporation who is made, or
threatened to be made, a party to an action, suit or proceeding, whether civil,
criminal, administrative, investigative or other (including an action, suit or
proceeding by or in the right of the Corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation
or a fiduciary within the meaning of the Employee Retirement Income Security Act
of 1974 with respect to any employee benefit plan of the Corporation, or serves
or served at the request of the Corporation as a director, officer, employee or
agent, or as a fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust or other enterprise. The Corporation shall pay
for or reimburse the reasonable expenses incurred by any such current or former
director in any such proceeding in advance of the final disposition of the
proceeding if the person sets forth in writing (i) the person's good faith
belief that the person is entitled to indemnification under this Article and
(ii) the person's agreement to repay all advances if it is ultimately determined
that the person is not entitled to indemnification under this Article. No
amendment to this Article that limits the Corporation's obligation to indemnify
any person shall have any effect on such obligation for any act or omission that
occurs prior to the later of the effective date of the amendment or the date
notice of the amendment is given to the person. This Article shall not be deemed
exclusive of any other provisions for indemnification or advancement of expenses
of directors, officers, employees, agents and fiduciaries that may be included
in any statute,

                            VOID IF ALTERED OR ERASED

                 VOID WITHOUT WATERMARK OR IF ALTERED OR ERASED

                                        2


bylaw, agreement, general or specific action of the Board of Directors, vote of
shareholders or other document or arrangement.

                                    ARTICLE V

          The street address and the mailing address of the initial registered
office of the Corporation is 9999 SW Wilshire Street, Portland, Oregon 97225,
and the name of its initial registered agent at that address is DeeAnn Lindsley.

                                   ARTICLE VI

          The name of the incorporator is Brendan N. O'Scannlain, and the
address of the incorporator is 900 SW Fifth Avenue, Suite 2300, Portland, Oregon
97204.

                                   ARTICLE VII

          The mailing address for the Corporation for notices is 9999 SW
Wilshire Street, Portland, Oregon 97225.


Executed: October 3, 1997.


                                           /s/ Brendan N. O'Scannlain
                                           -------------------------------------
                                           Brendan N. O'Scannlain, Incorporator

                            VOID IF ALTERED OR ERASED

                 VOID WITHOUT WATERMARK OR IF ALTERED OR ERASED

                                        3


                                                                    FILED

                                                                NOV 18 1997

                                                                   OREGON
                                                             SECRETARY OF STATE
                                                                 [ILLEGIBLE]
                                                            BUSINESS REG  $20.00


                               ARTICLES OF MERGER
                                       OF
                       K-C INDUSTRIES INTERNATIONAL, INC.
                                  WITH AND INTO
                             K-C INTERNATIONAL, LTD.

     Pursuant to ORS 60.494, K-C International, Ltd., an Oregon corporation
("New K-C"), the surviving corporation of the merger of K-C Industries
International, Inc., a Delaware corporation ("Old K-C"), with and into New
K-C (the "Merger"), is filing these Articles of Merger with the office of
the Secretary of State.

     1.   THE PLAN OF MERGER. The Agreement and Plan of Merger of Old K-C with
and into New K-C is set forth as EXHIBIT A and is incorporated by reference.

     2.   SHAREHOLDER APPROVAL. The Merger required the approval of Old K-C's
shareholders. K-C's shareholders approved the Merger as follows:

          (a)  1,000 shares of common stock were outstanding and entitled to
               vote on the Merger.

          (b)  1,000 shares of common stock voted for the Merger and no shares
               voted against the Merger.

     3.   EFFECTIVE DATE. These Articles of Merger are effective upon the later
of the time when the Certificate of Merger is duly filed with the Secretary of
State of Delaware and the time when the Articles of Merger are duly filed with
the Corporation Division of the Secretary of State of Oregon.

     4.   CONTACT. The person to contact about this filing is:

                 Brendan N. O'Scannlain
                 Stoel Rives LLP
                 900 SW Fifth Avenue, Suite 2300
                 Portland, OR 97204
                 Telephone: (503) 294-9886


Dated: October 31, 1997.                        K-C International, Ltd.


                                                By: /s/ Ken J. Choi
                                                    ------------------------
                                                        Ken J. Choi
                                                        President

                            VOID IF ALTERED OR ERASED

                 VOID WITHOUT WATERMARK OR IF ALTERED OR ERASED




                                                                  EXHIBIT A
                                                                  ---------

                                                                    FILED

                                                                 NOV 18 1997

                                                                    OREGON
                                                              SECRETARY OF STATE

                          AGREEMENT AND PLAN OF MERGER

          This Agreement and Plan of Merger is dated effective October, 31,1997
and is by and between K-C Industries International, Inc., a Delaware corporation
("Old K-C") and K-C International, Ltd. an Oregon Corporation ("New K-C").

          Old K-C is an operating corporation engaged in the business of
brokering recycled paper materials around the world. New K-C has been formed for
the purpose of the merger contemplated hereby (the "Merger") and has no
operations. It is contemplated that, at the Effective Time (defined below), Old
K-C will merge with and into New K-C with the results set forth herein.

          In order to establish the terms on which Old K-C will merge with and
into New K-C, with New K-C to be the surviving corporation, the parties enter
into this agreement.

     1.   MERGER.

          1.1  PARTIES TO THE MERGER. The names of the corporations proposing to
merge are K-C Industries International, Inc., a Delaware corporation ("Old
K-C"), and K-C International, Ltd., an Oregon corporation ("New K-C"). The
surviving corporation in the merger (the "Merger") will be New K-C. The Merger
is intended to qualify as a tax-free reorganization under Section 368(a)(1)(F)
of the Internal Revenue Code of 1986, as amended.

          1.2  "EFFECTIVE TIME" OF MERGER. Old K-C and New K-C shall execute a
Certificate of Merger and Articles of Merger, to be filed with the Secretary of
State of the States of Delaware and Oregon, respectively. The Merger shall take
effect (the "Effective Time") at the time when both such filings are completed.

          1.3  EFFECT OF MERGER. At the Effective Time, Old K-C shall be merged
with and into New K-C as provided by the Delaware General Corporation Law and
the Oregon Business Corporation Act, the separate corporate existence of Old K-C
shall cease and New K-C shall be the surviving corporation subject to the
Articles of Incorporation and the Bylaws of New K-C. The outstanding equity
securities of Old K-C shall be converted into corresponding equity securities of
New K-C as provided in Section 1.4.

          1.4  CONVERSION OF SHARES. The manner and basis of converting the
equity securities of Old K-C into securities of New K-C shall be as follows:

               (a)  CONVERSION OF COMMON STOCK OF OLD K-C.  Each share of common
stock of Old K-C ("Old K-C Common") outstanding immediately before the Effective
Time shall automatically, by virtue of the Merger and without any action on the
part of the holder thereof, cease to exist and be converted into and become one
share of New K-C common stock ("New K-C Common").

                            VOID IF ALTERED OR ERASED

                 VOID WITHOUT WATERMARK OR IF ALTERED OR ERASED



59801986

               (b)  SURRENDER OF CERTIFICATES. After the Effective Time, each
holder of Old K-C Common outstanding immediately before the Effective Time shall
surrender to New K-C or its designated agent for cancellation the certificate or
certificates representing such shares. Such holder shall then be entitled to
receive a certificate representing the shares of New K-C Common into which the
securities represented by the surrendered certificates or agreements shall have
been converted under Section 1.4(a).

               (c)  CAPITAL STOCK OF NEW K-C EXISTING BEFORE THE EFFECTIVE TIME.
At the Effective Time, all shares of common stock of New K-C issued and
outstanding prior to the Effective Time shall be canceled.

     2.   CLOSING.

          The closing of the merger shall take place at the offices of New K-C
and Old K-C, 9999 S.W. Wilshire Street, Portland, Oregon 97225 at 10.00 a.m. on
October 10, 1997 or at such other time and place agreed to by the parties.

     3.   GENERAL.

          3.1  FURTHER DOCUMENTS. The parties agree to execute all such
further instruments or documents as may be reasonably necessary to effectuate
the purposes of this agreement.

          3.2  COUNTERPARTS. This agreement may be executed in any number of
counterparts and all executed counterparts will constitute one binding
agreement.

                                         K-C INDUSTRIES INTERNATIONAL, INC.


                                         By: /s/ Ken J. Choi
                                             ----------------------------------
                                                 Ken J. Choi
                                                 President


                                         Executed October 31, 1997


                                         K-C INTERNATIONAL, LTD.


                                         By: /s/ Ken J. Choi
                                             ----------------------------------
                                                 Ken J. Choi
                                                 President


                                         Executed October 31, 1997

                            VOID IF ALTERED OR ERASED

                 VOID WITHOUT WATERMARK OR IF ALTERED OR ERASED

                                        2


[STATE OF OREGON LETTERHEAD]

     COUNTER PICK-UP
     CHUCK

                                                                 05/14/2001

                                                                    FILED

                                                                 JUN 13 2001

                                                                    OREGON
                                                              SECRETARY OF STATE

RE: K-C INTERNATIONAL, LTD.
    APPLICATION FOR REINSTATEMENT

Please complete and return this letter and any enclosed documents for filing
the requested reinstatement/reactivation.

Submit $45.00 for the required fees.

The above entity hereby requests to be active on the records of the Corporation
Division. The effective date of administrative dissolution is 1-7-2001.


The reason(s) for administrative dissolution has been eliminated or did not
exist.

By: /s/ [ILLEGIBLE]                            Date: 5/30/01
    -------------------------
    (Authorized Signature)

Please respond to this letter within 45 days or this document will not be filed.


Business Registry
Corporation Division
(503) 986-2200


GINPIT

NONFILEABLE
05/14/2001

                            VOID IF ALTERED OR ERASED

                 VOID WITHOUT WATERMARK OR IF ALTERED OR ERASED



                                                                    Exhibit 3.59


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                             K-C INTERNATIONAL, LTD.



                          AMENDED AND RESTATED BY-LAWS

                                TABLE OF CONTENTS


                                                                                         Page
                                                                                         ----
                                                                                      
ARTICLE I STOCKHOLDERS .....................................................................1
   1.1      Place of Meetings ..............................................................1
   1.2      Annual Meeting .................................................................1
   1.3      Special Meetings ...............................................................1
   1.4      Notice of Meetings .............................................................1
   1.5      Voting List ....................................................................2
   1.6      Quorum .........................................................................2
   1.7      Adjournments ...................................................................2
   1.8      Voting and Proxies .............................................................2
   1.9      Action at Meeting ..............................................................2
   1.10     Conduct of Meetings ............................................................3
   1.11     Action without Meeting .........................................................3

ARTICLE II DIRECTORS .......................................................................4
   2.1      General Powers .................................................................4
   2.2      Number; Election and Qualification .............................................4
   2.3      Enlargement of the Board .......................................................4
   2.4      Tenure .........................................................................4
   2.5      Vacancies ......................................................................4
   2.6      Resignation ....................................................................5
   2.7      Regular Meetings ...............................................................5
   2.8      Special Meetings ...............................................................5
   2.9      Notice of Special Meetings .....................................................5
   2.10     Meetings by Conference Communications Equipment ................................5
   2.11     Quorum .........................................................................5
   2.12     Action at Meeting ..............................................................6
   2.13     Action by Consent ..............................................................6
   2.14     Removal ........................................................................6
   2.15     Committees .....................................................................6
   2.16     Compensation of Directors ......................................................6

ARTICLE III OFFICERS .......................................................................7
   3.1      Titles .........................................................................7
   3.2      Election .......................................................................7
   3.3      Qualification ..................................................................7
   3.4      Tenure .........................................................................7
   3.5      Resignation and Removal ........................................................7
   3.6      Vacancies ......................................................................7


                                      - i -


                                                                                      
   3.7      Chairman of the Board ..........................................................8
   3.8      President; Chief Executive Officer .............................................8
   3.9      Vice Presidents ................................................................8
   3.10     Secretary and Assistant Secretaries ............................................8
   3.11     Treasurer and Assistant Treasurers .............................................9
   3.12     Salaries .......................................................................9

ARTICLE IV CAPITAL STOCK ...................................................................9
   4.1      Issuance of Stock ..............................................................9
   4.2      Certificates of Stock ..........................................................9
   4.3      Transfers .....................................................................10
   4.4      Lost, Stolen Or Destroyed Certificates ........................................10
   4.5      Record Date ...................................................................10

ARTICLE V GENERAL PROVISIONS ..............................................................11
   5.1      Fiscal Year ...................................................................11
   5.2      Corporate Seal ................................................................11
   5.3      Waiver of Notice ..............................................................11
   5.4      Voting of Securities ..........................................................11
   5.5      Evidence of Authority .........................................................12
   5.6      Certificate of Incorporation ..................................................12
   5.7      Transactions with Interested Parties ..........................................12
   5.8      Severability ..................................................................12
   5.9      Pronouns ......................................................................13

ARTICLE VI AMENDMENTS .....................................................................13
   6.1      By the Board of Directors .....................................................13
   6.2      By the Stockholders ...........................................................13



                                     - ii -


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                             K-C INTERNATIONAL, LTD.


                                    ARTICLE I

                                  STOCKHOLDERS

     1.1  PLACE OF MEETINGS. All meetings of stockholders shall be held at such
place as may be designated from time to time by the Board of Directors, the
Chairman of the Board or the President or, if not so designated, at the
principal office of the corporation.

     1.2  ANNUAL MEETING. Unless directors are elected by consent in lieu of an
annual meeting, the annual meeting of stockholders for the election of directors
and for the transaction of such other business as may properly be brought before
the meeting shall be held during the month of March on a date and at a time
designated by the Board of Directors, the Chairman of the Board or the President
(which date shall not be a legal holiday in the place where the meeting is to be
held). If no annual meeting is held in accordance with the foregoing provisions,
a special meeting may be held in lieu of the annual meeting, and any action
taken at that special meeting shall have the same effect as if it had been taken
at the annual meeting, and in such case all references in these By-laws to the
annual meeting of the stockholders shall be deemed to refer to such special
meeting.

     1.3  SPECIAL MEETINGS. Special meetings of stockholders for any purpose or
purposes may be called at any time by the Board of Directors, the Chairman of
the Board or the President, but such special meetings may not be called by any
other person or persons. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.

     1.4  NOTICE OF MEETINGS. Except as otherwise provided by law, written
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and time of the meeting and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting. The notice of a special meeting
shall state, in addition, the purpose or purposes for which the meeting is
called. If notice is given by mail, such notice shall be deemed given when
deposited in the United States mail, postage prepaid,



directed to the stockholder at such stockholder's address as it appears on the
records of the corporation.

     1.5  VOTING LIST. The Secretary shall prepare, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. The list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

     1.6  QUORUM. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. A quorum, once established at a meeting,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum.

     1.7  ADJOURNMENTS. Any meeting of stockholders may be adjourned from time
to time to any other time and to any other place at which a meeting of
stockholders may be held under these By-laws by the stockholders present or
represented at the meeting and entitled to vote, although less than a quorum,
or, if no stockholder is present, by any officer entitled to preside at or to
act as secretary of such meeting. At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.

     1.8  VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder, unless
otherwise provided by law or the Certificate of Incorporation. Each stockholder
of record entitled to vote at a meeting of stockholders, or to express consent
or dissent to corporate action without a meeting, may vote or express such
consent or dissent in person or may authorize another person or persons to vote
or act for such stockholder by a proxy executed and delivered to the Secretary
of the corporation. No such proxy shall be voted or acted upon after six months
from the date of its execution, unless the proxy expressly provides for a
longer period.

     1.9  ACTION AT MEETING. When a quorum is present at any meeting, any matter
other than the election of directors to be voted upon by the stockholders at
such meeting shall be decided by the vote of the holders of shares of stock
having a majority of the votes cast by the holders of all of the shares of stock
present or represented and voting on such matter (or if there are two or more
classes of stock entitled to vote as separate classes, then in the case of each
such class, the holders of a majority of the stock of that class present or
represented and voting on such matter), except when a different vote is required
by law, the Certificate of Incorporation or these By-Laws. When a quorum is
present at any meeting, any election by stockholders of directors shall be
determined by a plurality of the votes cast on the election.

                                      - 2 -


     1.10 CONDUCT OF MEETINGS.

          (a)   CHAIRMAN OF MEETING. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in the Chairman's absence by the
Vice Chairman of the Board, if any, or in the Vice Chairman's absence by the
President, or in the President's absence by a Vice President, or in the absence
of all of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen by vote of
the stockholders at the meeting. The Secretary shall act as secretary of the
meeting, but in the Secretary's absence the chairman of the meeting may appoint
any person to act as secretary of the meeting.

          (b)   RULES, REGULATIONS AND PROCEDURES. The Board of Directors of the
corporation may adopt by resolution such rules, regulations and procedures for
the conduct of any meeting of stockholders of the corporation as it shall deem
appropriate. Except to the extent inconsistent with such rules, regulations and
procedures as adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the corporation, their duly authorized
and constituted proxies or such other persons as shall be determined; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with the rules of parliamentary procedure.

     1.11 ACTION WITHOUT MEETING.

          (a)   TAKING OF ACTION BY CONSENT. Any action required or permitted to
be taken at any annual or special meeting of stockholders of the corporation may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted. Except as otherwise
provided by the Certificate of Incorporation, stockholders may act by written
consent to elect directors; provided, however, that, if such consent is less
than unanimous, such action by written consent may be in lieu of holding an
annual meeting only if all of the directorships to which directors could be

                                      - 3 -


elected at an annual meeting held at the effective time of such action are
vacant and are filled by such action.

          (b)   NOTICE OF TAKING OF CORPORATE ACTION. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing
and who, if the action had been taken at a meeting, would have been entitled to
notice of the meeting if the record date for such meeting had been the date
that written consents signed by a sufficient number of holders to take the
action were delivered to the corporation.

                                   ARTICLE II

                                    DIRECTORS

     2.1  GENERAL POWERS. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law, the
Certificate of Incorporation or these By-laws. In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board until the vacancy is filled.

     2.2  NUMBER; ELECTION AND QUALIFICATION. The number of directors which
shall constitute the whole Board of Directors shall be determined from time to
time by resolution of the stockholders or the Board of Directors, but in no
event shall be less than one. The number of directors may be decreased at any
time and from time to time either by the stockholders or by a majority of the
directors then in office, but only to eliminate vacancies existing by reason of
the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote on such election. Directors need
not be stockholders of the corporation.

     2.3  ENLARGEMENT OF THE BOARD. The number of directors may be increased at
any time and from time to time by the stockholders or by a majority of the
directors then in office.

     2.4  TENURE. Each director shall hold office until the next annual meeting
and until a successor is elected and qualified, or until such director's earlier
death, resignation or removal.

     2.5  VACANCIES. Unless and until filled by the stockholders, any vacancy in
the Board of Directors, however occurring, including a vacancy resulting from an
enlargement of the Board, may be filled by vote of a majority of the directors
then in office, although less than a quorum, or by a sole remaining director. A
director elected to fill a vacancy shall be elected for the unexpired term of
such director's predecessor in office, and a director chosen to fill a position
resulting from an increase in the number of directors shall hold office until
the next

                                      - 4 -


annual meeting of stockholders and until a successor is elected and qualified,
or until such director's earlier death, resignation or removal.

     2.6  RESIGNATION. Any director may resign by delivering a resignation in
writing or by electronic transmission to the corporation at its principal office
or to the Chairman of the Board, the President or the Secretary. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some later time or upon the happening of some later event.

     2.7  REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall be determined from time to
time by the Board of Directors; provided that any director who is absent when
such a determination is made shall be given notice of the determination. A
regular meeting of the Board of Directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

     2.8  SPECIAL MEETINGS. Special meetings of the Board of Directors may be
held at any time and place designated in a call by the Chairman of the Board,
the President, two or more directors, or by one director in the event that there
is only a single director in office.

     2.9  NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of directors
shall be given to each director by the Secretary or by the officer or one of the
directors calling the meeting. Notice shall be duly given to each director (i)
by giving notice to such director in person or by telephone at least 24 hours in
advance of the meeting, (ii) by sending a telegram or delivering written notice
by hand, to such director's last known business or home address at least 48
hours in advance of the meeting, or (iii) by sending written notice, via
first-class mail or reputable overnight courier, to such director's last known
business or home address at least 72 hours in advance of the meeting. A notice
or waiver of notice of a meeting of the Board of Directors need not specify the
purposes of the meeting.

     2.10 MEETINGS BY CONFERENCE COMMUNICATIONS EQUIPMENT. Directors may
participate in meetings of the Board of Directors or any committee thereof by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such meeting.

     2.11 QUORUM. A majority of the total number of the whole Board of Directors
shall constitute a quorum at all meetings of the Board of Directors. In the
event one or more of the directors shall be disqualified to vote at any meeting,
then the required quorum shall be reduced by one for each such director so
disqualified; provided, however, that in no case shall less than one-third of
the number of directors fixed pursuant to Section 2.2 of these By-laws
constitute a quorum. In the absence of a quorum at any such meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice other than announcement at the meeting, until a quorum shall be
present.

                                      - 5 -


     2.12 ACTION AT MEETING. At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these By-laws.

     2.13 ACTION BY CONSENT. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent to the action in writing or by electronic transmission, and the written
consents and electronic transmissions are filed with the minutes of proceedings
of the Board or committee.

     2.14 REMOVAL. Any one or more or all of the directors may be removed, with
or without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors, except that the directors elected by the
holders of a particular class or series of stock may be removed without cause
only by vote of the holders of a majority of the outstanding shares of such
class or series.

     2.15 COMMITTEES. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of law, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the corporation to be
affixed to all papers which may require it. Each such committee shall keep
minutes and make such reports as the Board of Directors may from time to time
request. Except as the Board of Directors may otherwise determine, any committee
may make rules for the conduct of its business, but unless otherwise provided by
the directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these By-laws for the Board of
Directors.

     2.16 COMPENSATION OF DIRECTORS. Directors may be paid such compensation for
their services and such reimbursement for expenses of attendance at meetings as
the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

                                      - 6 -


                                   ARTICLE III

                                    OFFICERS

     3.1  TITLES. The officers of the corporation shall consist of a President,
a Secretary, a Treasurer and such other officers with such other titles as the
Board of Directors may determine, including a Chairman of the Board, a Vice
Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers,
and Assistant Secretaries. The Board of Directors may appoint such other
officers as it may deem appropriate.

     3.2  ELECTION. The President, Treasurer and Secretary shall be elected
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

     3.3  QUALIFICATION. No officer need be a stockholder. Any two or more
offices may be held by the same person.

     3.4  TENURE. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-laws, each officer shall hold office until such
officer's successor is elected and qualified, unless a different term is
specified in the resolution electing or appointing such officer, or until such
officer's earlier death, resignation or removal.

     3.5  RESIGNATION AND REMOVAL. Any officer may resign by delivering a
written resignation to the corporation at its principal office or to the Chief
Executive Officer or the Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some later time or upon the
happening of some later event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following such officer's resignation or removal, or any right to
damages on account of such removal, whether such officer's compensation be by
the month or by the year or otherwise, unless such compensation is expressly
provided in a duly authorized written agreement with the corporation.

     3.6  VACANCIES. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary. Each such successor shall hold office for the unexpired term of
such officer's predecessor and until a successor is elected and qualified, or
until such officer's earlier death, resignation or removal.

                                      - 7 -


     3.7  CHAIRMAN OF THE BOARD. The Board of Directors may appoint from its
members a Chairman of the Board. If the Board of Directors appoints a Chairman
of the Board, such Chairman shall perform such duties and possess such powers as
are assigned by the Board of Directors and, if the Chairman of the Board is also
designated as the corporation's Chief Executive Officer, shall have the powers
and duties of the Chief Executive Officer prescribed in Section 3.8 of these
By-laws. Unless otherwise provided by the Board of Directors, the Chairman of
the Board shall preside at all meetings of the Board of Directors and
stockholders.

     3.8  PRESIDENT; CHIEF EXECUTIVE OFFICER. Unless the Board of Directors has
designated the Chairman of the Board or another person as the corporation's
Chief Executive Officer, the President shall be the Chief Executive Officer of
the corporation. The Chief Executive Officer shall have general charge and
supervision of the business of the Corporation subject to the direction of the
Board of Directors. The President shall perform such other duties and shall have
such other powers as the Board of Directors and the Chief Executive Officer (if
the Chairman of the Board or another person is serving in such position) may
from time to time prescribe.

     3.9  VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer
may from time to time prescribe. In the event of the absence, inability or
refusal to act of the Chief Executive Officer, the President (if the President
is not the Chief Executive Officer), and then the Vice President (or if there
shall be more than one, the Vice Presidents in the order determined by the Board
of Directors), shall perform the duties of the Chief Executive Officer and when
so performing shall have all the powers of and be subject to all the
restrictions upon the Chief Executive Officer. The Board of Directors may assign
to any Vice-President the title of Executive Vice President, Senior Vice
President or any other title selected by the Board of Directors.

     3.10 SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the secretary, including without limitation the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on
documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary, the Assistant Secretary, (or if there shall be more than one,
the Assistant Secretaries in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

                                      - 8 -


     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the chairman of the meeting shall designate a
temporary secretary to keep a record of the meeting.

     3.11 TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned by the
Board of Directors or the Chief Executive Officer. In addition, the Treasurer
shall perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Treasurer, the Assistant Treasurer, (or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.

     3.12 SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                                   ARTICLE IV

                                  CAPITAL STOCK

     4.1  ISSUANCE OF STOCK. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any shares of the authorized capital stock of the
corporation held in the corporation's treasury may be issued, sold, transferred
or otherwise disposed of by vote of the Board of Directors in such manner, for
such lawful consideration and on such terms as the Board of Directors may
determine.

     4.2  CERTIFICATES OF STOCK. Every holder of stock of the corporation shall
be entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
such holder in the corporation. Each such certificate shall be signed by, or in
the name of the corporation by, the Chairman or Vice-Chairman, if any, of the
Board of Directors, or the President or a Vice President, and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation. Any or all of the signatures on the certificate may be a facsimile.

                                      - 9 -


     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, these By-laws,
applicable securities laws or any agreement among any number of stockholders or
among such holders and the corporation shall have conspicuously noted on the
face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of each certificate representing shares of such
class or series of stock, provided that in lieu of the foregoing requirements
there may be set forth on the face or back of each certificate representing
shares of such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests a copy of the full
text of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

     4.3  TRANSFERS. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of these By-laws.

     4.4  LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may issue a
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.

     4.5  RECORD DATE. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of

                                     - 10 -


any change, conversion or exchange of stock, or for the purpose of any other
lawful action. Such record date shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 10 days after the date of
adoption of a record date for a consent without a meeting, nor more than 60 days
prior to any other action to which such record date relates.

     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. If no record date is fixed, the record date for determining
stockholders entitled to express consent to corporate action without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first consent is properly delivered to the corporation. If no record
date is fixed, the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating to such purpose.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                                    ARTICLE V

                               GENERAL PROVISIONS

     5.1  FISCAL YEAR. Except as from time to time otherwise designated by the
Board of Directors, the fiscal year of the corporation shall begin on the first
day of May of each year and end on the last day of April in each year.

     5.2  CORPORATE SEAL. The corporate seal shall be in such form as shall be
approved by the Board of Directors.

     5.3  WAIVER OF NOTICE. Whenever notice is required to be given by law, by
the Certificate of Incorporation or by these By-laws, a written waiver, signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before, at or after the time stated in such
notice, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     5.4  VOTING OF SECURITIES. Except as the Board of Directors may otherwise
designate, the President or the Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at,

                                     - 11 -


any meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this corporation.

     5.5  EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the stockholders,
directors, a committee or any officer or representative of the corporation shall
as to all persons who rely on the certificate in good faith be conclusive
evidence of such action.

     5.6  CERTIFICATE OF INCORPORATION. All references in these By-laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

     5.7  TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors at which the contract or transaction is authorized or solely
because any such director's or officer's votes are counted for such purpose, if:

          (a)   The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum;

          (b)   The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or

          (c)   The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the Board of Directors, a
committee of the Board of Directors, or the stockholders.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     5.8  SEVERABILITY. Any determination that any provision of these By-laws is
for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-laws.

                                     - 12 -


     5.9  PRONOUNS. All pronouns used in these By-laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

                                   ARTICLE VI

                                   AMENDMENTS

     6.1  BY THE BOARD OF DIRECTORS. These By-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present.

     6.2  BY THE STOCKHOLDERS. These By-laws may be altered, amended or repealed
or new by-laws may be adopted by the affirmative vote of the holders of a
majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting.

                                     - 13 -



                                                                    Exhibit 3.60

                                 STATE OF MAINE

                                     [LOGO]

                      DEPARTMENT OF THE SECRETARY OF STATE

     I, THE SECRETARY OF STATE OF MAINE, CERTIFY that according to the
provisions of the Constitution and Laws of the State of Maine, the Department of
the Secretary of State is the legal custodian of the Great Seal of the State of
Maine which is hereunto affixed and that the paper to which this is attached is
a true copy from the records of this Department.


[SEAL]                                 IN TESTIMONY WHEREOF, I have caused the
                                       Great Seal of the State of Maine to be
                                       hereunto affixed. Given under my hand at
                                       Augusta, Maine, June 17, 2002.


                                                 /s/ Dan Gwadosky
                                       ----------------------------------------
                                                   DAN GWADOSKY
                                                 SECRETARY OF STATE



                                 STATE OF MAINE

                            ARTICLES OF INCORPORATION

                                       OF

                          KTI Management of Maine, Inc.
                          -----------------------------
                             (insert corporate name)

Filling Fee $50.00 plus fee
based on authorized capital stock

19840183   D   08 11 1983

1910000035729        ARTI

Fee Paid  $10 - $50

C.B.        ----

Date  8-15-83

                  2

                                               For Use By The Secretary of State
                                                            FILED

                                                        August 11, 1983

                                                         /s/ [ILLEGIBLE]
                                               ---------------------------------
                                                   Deputy Secretary of State

                                               ---------------------------------
                                                   A True Copy When Attested
                                                           By Signature

                                               ---------------------------------
                                                    Deputy Secretary of State

     Pursuant to 13A MRSA Section 403, the undersigned, acting as
incorporator(s) of a corporation, adopt(s) the following Articles of
Incorporation:

     FIRST:      The name of the corporation is KTI Management of Maine, Inc.
                 and it is located in Maine, at Portland, Maine

     SECOND:     The name of its Clerk, who must be a Maine resident, and the
                 address of its registered office shall be:

                 Name    Eric F. Saunders

                 Street & Number    One Monument Square

                 City               Portland,          Maine      04101
                                                                (zip code)
     THIRD:      ("X" one box only)

/X/  a.          The number of directors constituting the initial board of
                 directors of the corporation is 3 (see Section 703, 1.A.)

     b.          If the initial directors have been selected, the names and
                 addresses of the persons who are to serve as directors until
                 the first annual meeting of the shareholders or until their
                 successors are elected and shall qualify are:

                    NAME                              ADDRESS

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

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

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

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

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

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

/ /  There shall be no directors initially; the shares of the corporation will
     not be sold to more than twenty (20) persons; the business of the
     corporation will be managed by the shareholders. (See Section 703, 1.B.)

     FOURTH:     ("X" one box only)

                 The board of directors is /X/ is not / / authorized to increase
                 or decrease the number of directors.

                 If the board is so authorized, the minimum number, if any,
                 shall be one directors, (See Section 703, 1.A.) and the maximum
                 number, if any, shall be fifteen directors.



     FIFTH:      ("X" one box only)

     /X/         There shall be only one class of shares, viz.    common.
                                                              (title of class)

                           Par value of each share (if none, so state) none.

                           Number of shares authorized 10,000.

     / /         There shall be two or more classes of shares.

                 The information required by Section 403 concerning each such
                 class is set out in Exhibit ____________ attached hereto and
                 made a part hereof.

                                     SUMMARY

                 The aggregate par value of all authorized shares (of all
                 classes) HAVING A PAR VALUE is $ none.

                 The total number of authorized shares (of all classes) WITHOUT
                 PAR VALUE is 10,000 shares.

     SIXTH:      ("X" one box only)

                 Meetings of the shareholders may /X/ may not / / be held
                 outside the State of Maine.

     SEVENTH:    ("X" if applicable) There are no preemptive rights. /X/

     EIGHTH:     Other provisions of these articles, if any, including
                 provisions for the regulation of the internal affairs of the
                 corporation, are set out in Exhibit ______________ attached
                 hereto and made a part hereof.

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

DATED:  August 9, 1983

         INCORPORATORS                            RESIDENCE ADDRESSES

/s/ Eric F. Saunders                      Street  17 Lunt Road
- --------------------------------------          --------------------------------
            (signature)

Eric F. Saunders                                  Falmouth, ME 04105
- --------------------------------------    --------------------------------------
         (type or print name)                    (city, state and zip code)

                                          Street
- --------------------------------------          --------------------------------
            (signature)

- --------------------------------------    --------------------------------------
         (type or print name)                    (city, state and zip code)

                                          Street
- --------------------------------------          --------------------------------
            (signature)

- --------------------------------------    --------------------------------------
         (type or print name)                    (city, state and zip code)

FOR CORPORATE INCORPORATORS

                                          Street
- --------------------------------------          --------------------------------

By
  ------------------------------------    --------------------------------------
            (signature)                          (city, state and zip code)

- --------------------------------------
 (type or print name and capacity)

     ---------------------------------
     Articles are to be executed as
     follows:

         If a corporation is an incorporator (Section 402), the name of
         the corporation should be typed and signed on its behalf by an
         officer of the corporation. The address of the principal place of
         business of the incorporator corporation should be given. The
         articles of incorporation must be accompanied by a certificate of
         an appropriate officer of the corporation certifying that the
         person executing the articles on behalf of the corporation was
         duly authorized to do so.

FORM NO. MBCA 6-Rev. 79



19840183   D   12 31 1987

1910000035728        RO

Fee Paid   $5.00

C.B.       -----

Date  JAN 28 1988

                1

                                               For Use By The Secretary of State
                                                             FILED

                                                       December 31, 1987

                                                        /s/ ILLEGIBLE
                                               ---------------------------------
                                                   Deputy Secretary of State

                                               ---------------------------------
                                                   A True Copy When Attested
                                                          By Signature

                                               ---------------------------------
                                                   Deputy Secretary of State

                                 STATE OF MAINE

                               CHANGE OF CLERK OR
                            REGISTERED OFFICE OR BOTH

            Pursuant to 13-A MRSA Section 304 the undersigned corporation
            advises you of the following change(s):

     FIRST:      The name and registered office of the clerk appearing on the
                 record in Secretary of State's office
                 Eric F. Saunders
                 One Monument Square, Portland, ME 04101
                             (street, city, state and zip code)

     SECOND:     The name and registered office of its successor (new) clerk who
                 must be a Maine resident
                 100 Middle Street, P.O. Box 9729
                 Portland, Maine 04104-5029
                             (street, city, state and zip code)

     THIRD:      Upon a change in clerk this must be completed:

                 ( )  Such change was authorized by the board of directors and
                      the power to make such change is not reserved to the
                      shareholders by the articles or the bylaws.

                 ( )  Such change was authorized by the shareholders. (Complete
                      the following)

                           I certify that I have custody of the minutes showing
                           the above action by the shareholders.

                      ----------------------------------------------------------
                      (signature of new clerk, secretary or assistant secretary)

Dated:  December 18, 1987

                                          KTI MANAGEMENT OF MAINE, INC.
                                          --------------------------------------
                                                   (name of corporation)

         MUST BE COMPLETED                By  /s/ Eric F. Saunders
                                            ------------------------------------
         Legibly print or type                         (signature)
         name and capacity of
         all signers 13-A MRSA
         Section 104.
                                                 Eric F. Saunders, Clerk
                                          --------------------------------------
                                             (type or print name and capacity)

                                          By
                                             -----------------------------------
                                                       (signature)

                                          --------------------------------------
                                             (type or print name and capacity)

- ----------
*This document MUST be signed by (1) the CLERK OR (2) by the PRESIDENT or a
vice-president AND by the SECRETARY, an assistant secretary or other officer
the bylaws designate as second certifying officer OR (3) if no such officers,
then by a majority of the DIRECTORS or by such directors designated by a
majority of directors then in office OR (4) if no directors, then by the
holders, or such of them designated by the HOLDERS, OF RECORD OF A MAJORITY OF
ALL OUTSTANDING SHARES entitled to vote thereon OR (5) by the HOLDERS OF ALL
OUTSTANDING SHARES.

FORM NO. MBCA 1-Rev. 79



         BUSINESS CORPORATION

            STATE OF MAINE

        RESOLUTION ALLOWING USE

            OF SIMILAR NAME

     KTI Management of Maine, Inc.
- --------------------------------------
         (Name of Corporation)

                              19840183 D 01 11 1993

                               1930111600010 RESO

                                                          $20.00
                                                      -----------------
                                                          FEE PAID
                                                      -----------------

                                                          FILED

                                                      January 11, 1993
                                               ---------------------------------

                                                       /s/ Gary Cooper
                                               ---------------------------------
                                                  Deputy Secretary of State

                                               ---------------------------------
                                                  A True Copy When Attested
                                                         By Signature

                                               ---------------------------------
                                                   Deputy Secretary of State   1

Pursuant to 13-A MRSA Section 301.5, the undersigned corporation executes and
delivers for filing this resolution:

     FIRST:      ("X" one box only)  The resolution was authorized by

                         /X/  the board of directors

                         / /  the shareholders, there being no board of
                              directors

     SECOND:     The corporation hereby grants the use of the similar name KTI
                 Environmental Services, Inc. to KTI Environmental Services,
                 Inc.

     THIRD:      The address of the registered office of the corporation in the
                 State of Maine is
                 Bernstein, Shur, Sawyer & Nelson, 100 Middle Street, Portland,
                 Maine 04104
                           (street, city, state and zip code)

Dated:  January 9, 1993               By  /s/ Nicholas Menonna, Jr.
                                          --------------------------------------
                                                       (signature)

                                          Nicholas Menonna, Jr., President
                                          --------------------------------------
                                            (type or print name and capacity)

                                      By  /s/ Martin J. Sergi
                                          --------------------------------------
                                                       (signature)

                                          Martin J. Sergi, Assistant Secretary
                                          --------------------------------------
                                            (type or print name and capacity)

     MUST BE COMPLETED FOR VOTE
           OF SHAREHOLDERS
- ---------------------------------------
I certify that I have custody of the
minutes showing the above action by
           the shareholders.

- ---------------------------------------
(signature of clerk, secretary or asst.
 secretary)

- ----------
This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

     SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION #101, AUGUSTA,
     ME 04333-0101
                                      ATTN: CORPORATE EXAMINING SECTION
                                              TEL. (207) 289-4195

FORM NO. MBCA-15 91



[LOGO]

         BUSINESS CORPORATION

            STATE OF MAINE

        RESOLUTION ALLOWING USE

            OF SIMILAR NAME

     KTI MANAGEMENT OF MAINE, INC.
- --------------------------------------
         (Name of Corporation)

                              19840183 D 02 09 1993

                               1930411402003 RESO

                                                        $20.00
                                          --------------------------------------
                                                       FEE PAID
                                          --------------------------------------
                                                         FILED

                                                    February 9, 1993
                                          --------------------------------------

                                                     /s/ Gary Cooper
                                          --------------------------------------
                                                Deputy Secretary of State

                                          --------------------------------------
                                          A True Copy When Attested By Signature

                                          --------------------------------------
                                                Deputy Secretary of State      1

Pursuant to 13-A MRSA Section 301.5, the undersigned corporation executes and
delivers for filing this resolution:

     FIRST:      ("X" one box only)  The resolution was authorized by

                         /X/  the board of directors

                         / /  the shareholders, there being no board of
                              directors

     SECOND:     The corporation hereby grants the use of the similar name KTI
                 TRANSPORTATION SERVICES, INC. to KTI ENVIRONMENTAL SERVICES,
                 INC.

     THIRD:      The address of the registered office of the corporation in the
                 State of Maine is
                 PO BOX 9729
                 100 MIDDLE STREET, PORTLAND,  MAINE 04104-5029
                       (street, city, state and zip code)

Dated:  FEBRUARY 5, 1993             By  /s/ Martin J. Sergi
                                         ---------------------------------------
                                                      (signature)

                                         MARTIN J. SERGI,  SENIOR VICE PRESIDENT
                                         ---------------------------------------
                                             (type or print name and capacity)

                                     By  /s/ Nicholas Menonna, Jr.
                                         ---------------------------------------
                                                      (signature)

                                         NICHOLAS MENONNA, JR., SECRETARY
                                         ---------------------------------------
                                            (type or print name and capacity)

     MUST BE COMPLETED FOR VOTE
         OF SHAREHOLDERS
- ---------------------------------------
I certify that I have custody of the
minutes showing the above action by the
            shareholders

- ---------------------------------------
(signature of clerk, secretary or asst
secretary)

- ----------
This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary or such other officer
as the bylaws may designate as a 2nd certifying officer OR (3) if there are no
such officers, then a majority of the DIRECTORS or such directors as may be
designated by a majority of directors then in office OR (4) if there are no such
directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

     SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION #101, AUGUSTA,
     ME 04333-0101
                                      ATTN: CORPORATE EXAMINING SECTION
                                                TEL. (207) 287-4195

FORM NO. MBCA-15 Rev. 6/92




Filing Fee $20.00

                                                   File No. 19840183  D  Pages 1
                                                          Fee Paid  $  20.00
                                                     DCN  1951371400020   CLRO
                                                   ------------FILED------------
                                                            05/15/1995

                                                          /s/ Gary Cooper
                                                   -----------------------------
                                                     Deputy Secretary of State
                                                   -----------------------------
                                                     A True Copy When Attested
                                                            By Signature

                                                   -----------------------------
                                                     Deputy Secretary of State

                                 STATE OF MAINE

                               CHANGE OF CLERK OR
                            REGISTERED OFFICE OR BOTH

                Pursuant to 13-A MRSA Section 304 the undersigned
                corporation advises you of the following
                change(s):

     FIRST:      The name and registered office of the clerk appearing on the
                 record in Secretary of State's office

                     ERIC F. SAUNDERS, C/O BERNSTEIN, SHUR, SAWYER & NELSON
                     PO Box 9729,
                     100 MIDDLE STREET,  PORTLAND,  MAINE 04104-5029
                             (street, city, state and zip code)

     SECOND:     The name and physical location of the registered office of the
                 successor (new) clerk who must be a Maine resident are:

                     BRADLEY HUGHES
                                             (name)

                     KTI, INC., 110 MAIN STREET, SUITE 1308
                  (street address (not P.O. Box), city, state and zip code)

                     SACO, MAINE 04072
                           (mailing address if different from above)

     THIRD:      Upon a change in clerk this must be completed:

                 /X/  Such change was authorized by the board of directors and
                      the power to make such change is not reserved to the
                      shareholders by the articles or the bylaws.

                 / /  Such change was authorized by the shareholders. (Complete
                      the following)

                  I certify that I have custody of the minutes showing the above
                  action by the shareholders.

                                      /s/ Nicholas Menonna, Jr., Secretary
                                      ------------------------------------------
                                      (signature of new clerk, secretary or
                                      assistant secretary)

Dated:    MAY 8, 1995                       KTI MANAGEMENT OF MAINE, INC.
                                      ------------------------------------------
                                                (Name of Corporation)

                                  By  /s/ Nicholas Menonna, Jr.
                                      ------------------------------------------
                                                   (signature)

                                      NICHOLAS MENONNA, JR., PRESIDENT/SECRETARY
                                      ------------------------------------------
                                          (type or print name and capacity)


                                  By  /s/ Martin J. Sergi
                                      ------------------------------------------
                                                   (signature)

                                           MARTIN J. SERGI, VICE PRESIDENT
                                      ------------------------------------------
                                          (type or print name and capacity)

- ----------
This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY, an assistant secretary or other officer the
bylaws designate as second certifying officer OR (3) if no such officers, a
majority of the DIRECTORS or such directors designated by a majority of
directors then in office OR (4) if no directors, the holders, or such of them
designated by the HOLDERS, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES
entitled to vote thereon OR (5) the HOLDERS OF ALL OUTSTANDING SHARES. CMM

SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION 101, AUGUSTA, MAINE 04333

FORM NO. MBCA-3 Rev. 90



                             1197072/000/00/050.000

Filing Fee (See Sec. 1401)

                                                     File No. 19840183 D Pages 2
                                                     Fee Paid $  35.00
                                                     DCN    1970711600008   LNME
                                                     -----------FILED-----------
                                                             03/10/1997

                                                           /s/ Gary Cooper
                                                     ---------------------------
                                                      Deputy Secretary of State
                                                     ---------------------------
                                                      A True Copy When Attested
                                                             By Signature

                                                     ---------------------------
                                                      Deputy Secretary of State

                                 STATE OF MAINE

                              ARTICLES OF AMENDMENT
                           (AMENDMENT BY SHAREHOLDERS
                              VOTING AS ONE CLASS)

           Pursuant to 13-A MRSA Sections 805 and 807, the undersigned
           corporation adopts these Articles of Amendment:

     FIRST:      All outstanding shares were entitled to vote on the following
                 amendment as ONE class.

     SECOND:     The amendment set out in Exhibit A attached was adopted by the
                 shareholders (Circle one)

                 A.  at a meeting legally called and held on, OR
                 B.  by unanimous written consent on JANUARY 23, 1997

     THIRD:      Shares outstanding and entitled to vote and shares voted for
                 and against said amendment were:



                            Number of Shares
                             Outstanding and         NUMBER            NUMBER
                            Entitled to Vote        Voted For      Voted Against
                            ----------------        ---------      -------------
                                                                  
                                   100              100                 -0-


     FOURTH:     If such amendment provides for exchange, reclassification or
                 cancellation of issued shares, the manner in which this shall
                 be effected is contained in Exhibit B attached if it is not set
                 forth in the amendment itself.

     FIFTH:      If the amendment changes the number or par values of authorized
                 shares, the number of shares the corporation has authority to
                 issue thereafter, is as follows:

                 Class   Series (If Any)  Number of Shares  Par Value (If Any)
                 -----   ---------------  ----------------  ------------------

                 The aggregate par value of all such shares (of all classes and
                 series) HAVING PAR VALUE is
                 $_________________.

                 The total number of all such shares (of all classes and series)
                 WITHOUT PAR VALUE is ______________________ shares.

     SIXTH:      Address of the registered office in Maine:
                 C/O KTI, INC., 110 MAIN STREET, SUITE 1308, SACO, MAINE 04072
                 ---------------------------------------------------------------
                                  (street, city and zip code)

                                      KTI MANAGEMENT OF MAINE, INC.
                                      ------------------------------------------
                                               (Name of Corporation)

                                      By /s/ Martin J. Sergi
                                      ------------------------------------------
                                                     (signature)

                                      MARTIN J. SERGI, PRESIDENT
                                      ------------------------------------------
                                          (type or print name and capacity)

                                      By /s/ Robert E. Wetzel
                                      ------------------------------------------
                                                     (signature)

                                      ROBERT E. WETZEL, SECRETARY
                                      ------------------------------------------
                                          (type or print name and capacity)

     MUST BE COMPLETED FOR VOTE
         OF SHAREHOLDERS
- --------------------------------------
I certify that I have custody of the
minutes showing the above action by
         the shareholders.

  /s/ Robert E. Wetzel
- --------------------------------------
  (signature of clerk, secretary or
   asst. secretary)

     ROBERT E. WETZEL, SECRETARY

Dated: 1/23/97

- ----------
*In addition to any certification of custody of minutes this document MUST be
signed by (1) the CLERK OR (2) the PRESIDENT or a vice-president AND the
SECRETARY, an assistant secretary or other officer the bylaws designate as
second certifying officer OR (3) if no such officers, a majority of the
DIRECTORS or such directors designated by a majority of directors then in office
OR (4) if no directors, the holders, or such of them designated by the HOLDERS,
OF RECORD A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote thereon OR (5)
the HOLDERS OF ALL OUTSTANDING SHARES.

NOTE: This form should not be used if any class of shares is entitled to vote
as a separate class for any of the reasons set out in Section 806, or because
the articles so provide.  For vote necessary for adoptions see Section 805.

SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION 101, AUGUSTA, MAINE 04333

FORM NO. MBCA-9 Rev. 88                                                     SSG



                          KTI MANAGEMENT OF MAINE, INC.

                        ACTION TAKEN BY WRITTEN CONSENT OF
                        SOLE SHAREHOLDER WITHOUT MEETING

     Pursuant to 13-A M.R.S.A. Section 620(2), the undersigned, being the sole
shareholder of the above named corporation (the "Corporation"), hereby consent
to the taking of and hereby takes the following actions without holding a
Meeting, such actions being stated in the form of and to be as fully effective
as if taken by resolution of the sole stockholder of the Corporation at a
Meeting duly called and held on the date hereof at which it was present and
acting throughout:

VOTED:      That Articles of Incorporation of KTI Management Of Maine, Inc. be,
            and hereby are, amended pursuant to 13-A M.R.S.A. Section 803 to
            change the name of the Corporation to "KTI Bio Fuels, Inc."

VOTED:      That the Proper Officers of the Corporation be, and hereby are,
            authorize to execute and file any and all documents necessary or
            desirable to effectuate the foregoing resolution.

DATED:      January 23, 1997         KUHR TECHNOLOGIES, INC.

                                     By:  /s/ Nicholas Menonna, Jr.
                                          --------------------------------------
                                          Its Chairman of the Board of Directors
                                          and Chief Executive Officer



            DOMESTIC
      BUSINESS CORPORATION

         STATE OF MAINE

  CHANGE OF CLERK ONLY OR CHANGE
  OF CLERK AND REGISTERED OFFICE

        KTI Bio-Fuels, INC.
 -------------------------------
       (Name of Corporation)

                                          FILING FEE $20.00

                                              File No. 19840183 D Pages 2
                                              Fee Paid $ 20
                                              DCN 2011441800108  CLRO
                                          ----------------FILED-----------------
                                                05/15/2001

                                                     /s/ Julie L. Flynn
                                          --------------------------------------
                                                 Deputy Secretary of State

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

                                          A True Copy When Attested By Signature

                                          --------------------------------------
                                                 Deputy Secretary of State

Pursuant to 13-A, MRSA Section 304, the undersigned corporation executes and
delivers for filing the following change(s):

FIRST:      The name and registered office of the clerk appearing on the record
            in the Secretary of State's office:

            Bradley W. Hughes c/o KTI, Inc.
                                         (name)

            110 Main Street, Suite 1308, Saco, Maine 04072
                         (street, city, state and zip code)

SECOND:     The name and registered office of the successor (new) clerk, who
            must be a Maine resident:

                 Peter B. Webster
                                         (name)

                          One Portland Square, Portland, Maine 04101
             (physical location - street (not P.O. Box), city, state and
                                      zip code)


                        (mailing address if different from above)

THIRD:      Upon a change in clerk this must be completed:

                 /X/  Such change was authorized by the board of directors and
                      the power to make such change is not reserved to the
                      shareholders by the articles or the bylaws.

                 / /  Such change was authorized by the shareholders.



DATED May 7, 2001                    *By  /s/ John W. Casella
                                          --------------------------------------
                                                     (signature)

                                          John W. Casella, President
                                          --------------------------------------
                                             (type or print name and capacity)

                                     *By  /s/ Jerry S. Cifor
                                          --------------------------------------
                                                     (signature)

                                          Jerry S. Cifor, Treasurer, 2nd
                                          certifying officer
                                          --------------------------------------
                                            (type or print name and capacity)

      MUST BE COMPLETED FOR VOTE
           OF SHAREHOLDERS
- ---------------------------------------
 I certify that I have custody of the
 minutes showing the above action by
          the shareholders.

- ---------------------------------------
(signature of clerk, secretary or asst.
             secretary)


THE FOLLOWING SHALL BE COMPLETED BY THE CLERK UNLESS THIS DOCUMENT IS
ACCOMPANIED BY FORM MBCA-18A (Section 304.2-A.).

The undersigned hereby accepts the appointment as clerk for the above named
domestic business corporation.

CLERK                                     DATED May 14, 2001

/s/ Peter B. Webster                      Peter B. Webster
- --------------------------------------    --------------------------------------
            (signature)                            (type or print name)

- ----------
*This document MUST be signed by
         (1) the NEW CLERK OR
         (2) the PRESIDENT or a vice-pres. together with the SECRETARY or an
             ass't. sec., or a 2nd certifying officer OR
         (3) if no such officers, then a majority of the DIRECTORS OR
         (4) if no such directors, then the HOLDERS OF A MAJORITY OF ALL
             OUTSTANDING SHARES OR
         (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                               101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                              TEL. (207) 297-4195

FORM NO. MBCA-3 Rev. 7/2000
ME013 - 9/19/00 CT System Online



     BUSINESS CORPORATION

        STATE OF MAINE

    STATEMENT OF INTENTION
        TO DO BUSINESS
     UNDER AN ASSUMED NAME


      KTI Bio Fuels, Inc.
- --------------------------------------
        (Name of Corporation)

                                                FILING FEE $105.00

                                                  File No. 19840183 D Pages 2
                                                  Fee Paid $ 105
                                                  DCN 2011931800003  ANME
                                                  ------------FILED-------------
                                                           07/09/2001
                                                  ------------------------------
                                                         /s/ Julie L. Flynn
                                                  ------------------------------
                                                     Deputy Secretary of State

                                                  ------------------------------
                                                    A True Copy When Attested
                                                           By Signature

                                                  ------------------------------
                                                    Deputy Secretary of State

Pursuant to 13-A MRSA Section 307, the undersigned, a corporation (incorporated
under the laws of the State of Maine), (incorporated under the laws of the State
of ___________________________ and authorized to do business in Maine), gives
notice of its intention to do business in this State under an assumed name.

FIRST:      The corporation intends to transact business under the assumed name
            of BIO FUELS

                      COMPLETE THE FOLLOWING IF APPLICABLE

SECOND:     If such assumed name is to be used at fewer than all of the
            corporation's places of business in this State, the location(s)
            where it will be used is (are):

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

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

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

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

THIRD:      The address of the registered office of the corporation in the State
            of Maine is   One Portland Square, Portland, ME 04101
                             (street, city, state and zip code)



DATED June 29, 2001                   *By /s/ James W. Bohlig
                                          --------------------------------------
                                                        (signature)

                                          James W. Bohlig, Vice President
                                          --------------------------------------
                                               (type or print name and capacity)

                                      *By    /s/ John W. Casella
                                          --------------------------------------
                                                        (signature)

                                          John W. Casella, Secretary
                                          --------------------------------------
                                               (type or print name and capacity)

- ----------
*If this is a domestic corporation, this document MUST be signed by
         (1) the CLERK OR
         (2) the PRESIDENT or a vice-pres. together with the SECRETARY, or an
             ass't. sec., or a 2nd certifying officer OR
         (3) if no such officers, then a majority of the DIRECTORS OR
         (4) if no such directors, then by the HOLDERS OF A MAJORITY OF ALL
             OUTSTANDING SHARES OR
         (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES.
*If this is a foreign corporation, this document MUST be signed by any duly
authorized individual.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                           101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                             TEL. (207) 624-7740

FORM NO. MBCA-5 Rev. 4/16/2001



                                                                    Exhibit 3.61

                               KTI BIO-FUELS, INC.

                                     BY-LAWS

                                    ARTICLE 1

                     NAME, OFFICE, SEAL AND SECTION HEADINGS

     Section 1.   NAME. The name of this corporation is KTI Bio-Fuels, Inc.

     Section 2.   OFFICE. The registered office of this corporation shall be the
office of the Clerk which shall be fixed by written notice duly filed with the
appropriate office of the State of Maine. The location of the principal office
and place of business of this corporation shall be at such place as the Board of
Directors shall designate from time to time. The corporation may have such other
offices and places of business both within and without the State of Maine as the
Board of Directors may from time to time fix, or as the business of the
corporation may from time to time require. The residence of this Corporation in
the State of Maine shall be deemed for all purposes to be in the county in which
its registered office in the State of Maine is maintained.

     Section 3.   SEAL. The seal of this corporation shall be circular in form
with the name of the corporation, the word "Maine", and the year of its
incorporation so engraved on its face, provided that the Board of Directors may
adopt a wafer seal in any form in respect of any particular document or
instrument, in which case such wafer seal affixed to such documents or
instrument shall be the corporate seal of this corporation thereon for all
purposes by law.

     Section 4.   SECTION HEADINGS. The headings of Articles and Sections in
these By-Laws are for convenience only, and shall not be taken into account in
construing these By-Laws.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1.   PLACE. All meetings of shareholders for the election of
Directors shall be held at the registered office of the corporation unless the
Board of Directors shall fix some other place within or without the State of
Maine for such meetings.

     Section 2.   DATE. The Annual meeting of shareholders shall be held on the
third Monday of May in each year, if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 A.M., at which the
shareholders shall elect a Board of Directors, and transact such other business
as may be brought before the meeting. If for any reason such annual meeting is
not held on the date specified herein, the shareholders, in lieu thereof, may
elect a Board of Directors and transact such other business as may be brought
before the meeting at a special meeting called as provided by Article III or by
unanimous written consent as

                                        1


provided by Section 3 of ARTICLE IV, and by unanimous written consent shall be
valid as if transacted or held at the annual meeting.

     Section 3.   NOTICE. Unless waived in the manner prescribed by law, written
notice of the annual meeting stating the place, day and hour thereof, but not
the purposes thereof, shall be delivered in the manner prescribed by law for
annual meetings of shareholders.

                                   ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1.   PLACE AND DATE. Special meetings of shareholders for any
purpose or purposes may be held at such time and place, within or without the
State of Maine, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     Section 2.  CALL. Special meetings of the shareholders, for any purposes or
purposes may be called by the Chairman of the Board, the President, the Clerk,
the Secretary, the Executive Vice President, any Senior Vice President, a
majority of the Board of Directors or shareholders holding not less than 10% of
the shares entitled to vote at such meetings.

     Section 3.  NOTICE. Unless waived in the manner prescribed by law, written
notice of a special meeting stating the place, day and hour thereof and the
purpose or purposes for which the meeting is called, shall be delivered not less
than 3 days nor more than 50 days before the date of the meeting, either
personally or by mail, by or at the direction of the officers or persons calling
the meeting.

                                   ARTICLE IV

                           QUORUM AND VOTING OF SHARES

     Section 1.   QUORUM. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote, represented in person or by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by law. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice (except as otherwise
provided by law) other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meetings at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at he meeting as originally notified. The shareholders present at a
duly called or held meeting at which a quorum was once present may continue to
do business at the meeting or at any adjournment thereof, notwithstanding the
withdrawal of enough shareholders to leave less than quorum.

     Section 2.   VOTING RIGHTS. Each outstanding share of stock, having voting
power, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. A shareholder may vote either in person or by proxy
executed in the manner prescribed by law.

                                        2


     Section 3.   ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted by law to be taken at a meeting of shareholders may be taken without a
meeting if written consents, setting forth the actin taken or to be taken, at
any time before or after the intended effective date of such action, are signed
by the holders of all outstanding shares entitled to vote on such action and are
filed with the Clerk of the corporation as part of the corporate records. Such
written consents may contain statements in the form of, and in any case shall
have the same effect as, unanimous vote or votes of the shareholders and may be
stated as such in any certificate or document required or permitted to be filed
with the Secretary of State of Maine, and in any certificate or document
prepared or certified by any officers of the corporation for any purpose.

                                    ARTICLE V

                                    DIRECTORS

     Section 1.   NUMBER, QUALIFICATIONS AND TERMS. The number of Directors
shall be set by the shareholders annually, at their annual meeting for the
ensuing year and shall be not less than three unless all the shares of the
corporation are owned beneficially and of record by fewer than three
shareholders in which case the number of Directors may be less than three but
not less than the number of shareholders. Directors need not be residents of the
State of Maine nor shareholders of the corporation. The directors shall be
elected at the annual meeting of the shareholders, and each Director elected
shall serve until the next succeeding annual meeting and until his successor
shall have been elected and qualified or until his earlier resignation, removal
from office, death, or incapacity. The Directors, at their option, may elect a
Director to serve at their will as Chairman of the Board of Directors and to
preside at meetings of the Directors in lieu of the President.

     Section 2.   VACANCIES, RESIGNATION AND REMOVAL. Any vacancy in the Board
of Directors, including newly created directorships created by increase in the
number of Directors, shall be filled by an election at an annual or special
meeting of the shareholders of the corporation to be held not more than thirty
days after the vacancy occurs. Any Directors elected to fill a vacancy shall be
elected for the unexpired term of his predecessor. Any Director may resign his
office by delivering a written resignation to the President or Clerk. Directors
may be removed from office without cause in the manner prescribed by law.

     Section 3.   POWERS. The Board of Directors shall manage and control the
business, property and affairs of the corporation. In the management and control
of the business, property and affairs of the corporation, the Board of Directors
is hereby vested with all of the powers and authority of the corporation itself,
so far as not inconsistent with law, the Articles of Incorporation or these
By-Laws.

     Section 4.   COMPENSATION. The Board of Directors, by the affirmative vote
of a majority of the Directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all Directors for services to the corporation as Directors,
officers or otherwise.

                                        3


                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1.   ANNUAL MEETING. The first meeting of each newly elected Board
of Directors shall be held at such time and place as shall be fixed by the
shareholders at their meeting electing them, or if no such time and place are so
fixed, said first meeting shall be held at the place of and immediately
following such meeting of shareholders. In either event, no notice of such
meeting shall be necessary. Such meeting of the Directors may also convene at
such place and time as shall be fixed by the consent in writing of all the
Directors.

     Section 2.   REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held upon such notice, or without notice, and at such time and place as
shall from time to time be fixed by the Board. Unless otherwise specified by the
Board, no notice of such regular meetings shall be necessary.

     Section 3.   SPECIAL MEETINGS. The Chairman of the Board, the President,
the Clerk, the Secretary or any other person or persons authorized by law to
call such meetings may call special meetings of the Board of Directors.

     Unless notice is waived in the manner prescribed by law, notice of special
meetings of the Board of Directors shall be given by mail, hand delivery, cable,
facsimile or telegram. Notice mailed to a Director's usual or last known place
of business or resident at least three (3) days before the day of the meetings
shall be sufficient notice thereof. Notice delivered in hand, cabled, facsimile
or telegraphed to a Director's usual or last known place of business or resident
at least twenty-four (24) hours before the time of the meeting shall be
sufficient notice thereof. The sending of notice by a person or persons
authorized to call a special meeting of the Board of Directors shall constitute
the call thereof. The time and place of a special meeting of the Board of
Directors, but not the purposes thereof, shall be specified in the notice
thereof.

     Section 4.   ATTENDANCE AS WAIVER OF NOTICE. Attendance of a Director at
any meeting shall constitute a waiver of notice of such meeting, except where a
Director attends for the express purpose, stated at the meeting, of objecting to
the transaction of any business because the meeting is not lawfully called,
noticed or convened.

     Section 5.   QUORUM AND VOTE REQUIRED. A majority of the Directors then in
office shall constitute a quorum for the transaction of business unless a
greater number is required by law or these By-Laws. The act of a majority of the
Directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors, unless the act of a greater number is required by law
or these By-Laws.

     Section 6.   MEETINGS BY CONFERENCE TELEPHONE. Any one or more directors
may participate in a meeting of the Board of Directors or any committee thereof
by means of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same time and
participation by such means shall constitute presence in person at such meeting.

                                        4


     Section 7.   ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at a meeting of the Directors, or of a committee of the
Directors, may be taken without a meeting if all of the Directors, or all of the
members of the committee, as the case may be, sign written consents setting
forth the action taken or to be taken, at any time before or after the intended
effective date of such action. Such consents shall be field with the minutes of
Directors' meetings or committee meetings, as the case may be, and shall have,
and may be stated by any officer of the corporation to have, the same effect as
a unanimous vote or resolution of the Board of Directors. Any such action taken
by unanimous written consents may, but need not be, set forth in such consents
in the form of resolutions or votes.

                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

     Section 1.   EXECUTIVE COMMITTEE. The Board of Directors by a resolution
adopted by a majority of the full Board of Directors may designate from among
its members an Executive Committee consisting of two or more Directors, and may
delegate to such execute committee all the authority of the Board of Directors
in the management of the corporation's business and affairs, except as limited
by law or the resolution establishing the Executive Committee or any other
resolutions thereafter adopted by the Board of Directors. Vacancies in the
membership of the Executive Committee shall be filled by resolution adopted by a
majority of the full Board of Directors. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the Board of
Directors. Members of the Executive Committee may be removed from office, with
or without cause, by resolution adopted by a majority of the full Board of
Directors.

                                  ARTICLE VIII

                                    OFFICERS

     Section 1.   NUMBER. The officers of the corporation shall be chosen by the
Board of Directors and shall be a Chairman of the Board, the President, a Clerk,
who shall be a resident of Maine, a Secretary and a Treasurer. The Board of
Directors may also elect one or more Executive Vice-Presidents, Senior
Vice-Presidents, Vice-Presidents and one or more Assistant Vice-Presidents,
Assistant Secretaries and Assistant Treasurers who shall hold their offices for
such terms as shall be determined from time to time by the Board of Directors

     Section 2.   ADDITIONAL OFFICERS. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

     Section 3.   COMPENSATION OF OFFICERS. The Board of Directors shall fix the
salaries of all officers of the corporation.

     Section 4.   VACANCIES, TERM AND REMOVAL. The officers of the corporation
shall hold office until their successors are chosen and qualify. The Board of
Directors may remove any officer elected or appointed by the Board of Directors
without cause at any time. The Board of Directors may fill any vacancy occurring
in any office of the corporation.

                                        5


     Section 5.   CHAIRMAN OF THE BOARD The Chairman of the Board shall preside
at all meetings of the shareholders and the Board of Directors.

     Section 6.   PRESIDENT. The President shall be the chief executive officer
of the corporation, shall preside, in the absence of the Chairman of the Board,
at all meetings of the shareholders and the Board of Directors and shall have
general and active management of the business of the corporation, and shall see
that all orders and resolutions of the Board of Directors are carried into
effect.

     Section 7.   EXECUTIVE VICE-PRESIDENTS, SENIOR VICE-PRESIDENTS,
VICE-PRESIDENT. The Executive Vice-Presidents, Senior Vice-Presidents and
Vice-Presidents, if any, or if there shall be more than one, the Executive
Vice-Presidents, Senior Vice-Presidents and Vice-Presidents in the order
determined by the Board of Directors, shall, in the absence of or in the case of
the disability of the President, perform the duties and exercise the powers of
the President and shall perform such other duties and have such other powers as
the Board of Directors may form time to time prescribe.

     Section 8.   SECRETARY. Upon request of the Board of Directors, the
Secretary or the Clerk shall attend meetings of the Board of Directors and
record all the proceedings of the Board of Directors in a book kept for that
purpose, and shall give notice of special meetings of the Board of Directors,
and shall perform like duties for the Executive Committee. The Secretary shall
perform such other duties as may be prescribed by the Board of Directors or the
President, under whose supervision he shall be. He, or an Assistant Secretary,
shall have authority to affix the corporate seal to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary or by the Clerk. The Board of Directors may give
general authority to any other officer to affix the seal of the corporation and
to attest the same. The Secretary shall have such other powers and duties as are
prescribed by law or by the Board of Directors.

     Section 9.   CLERK. The Clerk shall keep, in a book kept for such purpose,
the records of all shareholder's meetings, including records of all votes and
minutes of such meetings, and shall perform such duties and have such powers as
are prescribed by law.

     Section 10.  ASSISTANT SECRETARY. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries, in the order determined by the Board
of Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

     Section 11.  TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the corporation.

                                        6


     Section 12.  ASSISTANT TREASURERS. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers, in the order determined by the
Board of Directors, shall, in the absence of or in case of the disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                   ARTICLE IX

                       VOTING SHARES OF OTHER CORPORATIONS

     Section 1.   VOTING SHARES OF OTHER CORPORATIONS. The Chairman of the
Board, if any, the President, any Executive Vice-President, Senior
Vice-President, Vice-President, Secretary or Treasurer of this corporation, in
that order, shall have authority to vote shares of other corporations standing
in the name of this corporation, and the Chairman of the Board, the President,
any Executive Vice-President, any Senior Vice-President, any Vice President, the
Secretary or the Clerk is authorized to execute in the name and on behalf of
this corporation proxies appointing any one or more of the officers first above
named, in the order above named, as the proxyholders of this corporation.

                                    ARTICLE X

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

          Section 1.   CERTIFICATES FOR SHARES. Certificates representing shares
     of the corporation shall be in such form as shall be determined by the
     Board of Directors. Such certificates shall be signed by the President and
     the Secretary or Assistant Secretary and sealed with the corporate seal or
     a facsimile thereof. Each certificate for shares shall be consecutively
     numbered or otherwise identified. The name of the person to whom the shares
     represented thereby are issued, with he number of shares and date of issue,
     shall be entered on the stock transfer books of the corporation. All
     certificates surrendered to the corporation for transfer shall be cancelled
     and no new certificate shall be issued until the former certificate for a
     like number of shares shall have been surrendered and cancelled, except
     that in cause of a lost, destroyed or mutilated certificate a new one may
     be issued therefor in accordance with Section 2 of this ARTICLE X.

          Section 2.   LOST CERTIFICATES. The Board of Directors may direct a
     new certificate for shares of this corporation to be issued in place of any
     certificate theretofore issued by the corporation alleged to have been lost
     or destroyed. When authorizing such issue of a new certificate, the Board
     of Directors, in its discretion and as a condition precedent to the
     issuance thereof, may prescribe such terms and conditions as it deems
     expedient, and may require such indemnities a it deems adequate, to protect
     the corporation and its officers and agents form any claim that may be made
     against it with respect to any such certificate alleged to have been lost
     or destroyed. The powers and duties of the Board prescribed in this ARTICLE
     X may be delegated in whole or in part to any registrar or transfer agent."

                                        7


                                   ARTICLE XI

                                   FISCAL YEAR

     Section 1.   FISCAL YEAR. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

                                   ARTICLE XII

                             EXECUTION OF DOCUMENTS

     Section 1.   EXECUTION OF DOCUMENTS. Unless the Board of Directors, the
Executive Committee or the shareholders shall otherwise generally or in any
specific instance provide: (a) any bill, note, check or negotiable instrument
may be executed or endorsed in the name and on behalf of the corporation by the
President or the Treasurer, acting singly, and (b) any other instrument,
documents, deeds, bills of sale or other writings of whatever nature shall be
executed in the name and on behalf of the corporation by the President or the
Treasurer, acting singly, and either officers may sell, acknowledge and deliver
the same.

                                  ARTICLE XIII

                                 INDEMNIFICATION

     Section 1.   GENERAL INDEMNIFICATION. The corporation shall, to the full
extent of its power to do so provided by law, including without limitation
Section 719 of Title 13-A of the Maine Revised Statutes of 1964, as amended, and
laws supplemental thereto or amendatory thereof, indemnify any person who was or
is a Director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a Director, officer, employee or
agent of another corporation, partnership joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him.

     Section 2.   SPECIAL INDEMNIFICATION. Nothing contained in Section 1 of
this ARTICLE XIII shall prevent the corporation, by action of its shareholders
or by action of disinterested Directors, from indemnifying any person, including
without limitation a Director, officer, an employee or an agent of this
corporation, in any particular case, if in the judgment of the corporation such
indemnification should be made.

                                   ARTICLE XIV

                                   AMENDMENTS

     Section 1.   AMENDMENTS. The power to alter, amend or repeal these By-Laws,
and to adopt new By-Laws shall be vested in the Shareholders or the Board of
Directors of the corporation.

                                        8



                                                                    Exhibit 3.62

                               STATE OF NEW JERSEY
                             DEPARTMENT OF TREASURY
                      FILING CERTIFICATION (CERTIFIED COPY)


                          KTI ENVIRONMENTAL GROUP, INC.

     I, THE TREASURER OF THE STATE OF NEW JERSEY, DO HEREBY CERTIFY, THAT THE
ABOVE NAMED BUSINESS DID FILE AND RECORD IN THIS DEPARTMENT THE BELOW LISTED
DOCUMENT(S) AND THAT THE FOREGOING IS A TRUE COPY OF THE
CERTIFICATE OF INCORPORATION AND AMENDMENTS, MERGER NAME CHANGE
AS THE SAME IS TAKEN FROM AND COMPARED WITH THE ORIGINAL(S) FILED IN THIS OFFICE
ON THE DATE SET FORTH ON EACH INSTRUMENT AND NOW REMAINING ON FILE AND OF RECORD
IN MY OFFICE.

                                                    IN TESTIMONY WHEREOF, I HAVE
                                                      HEREUNTO SET MY HAND AND
                                                      AFFIXED MY OFFICIAL SEAL
                                                      AT TRENTON, THIS
                                                      14TH DAY OF JUNE, 2002


                                                      /s/ John E. McCormac

                                                      JOHN E. McCORMAC, CPA
                                                      STATE TREASURER

[SEAL]



                          CERTIFICATE OF INCORPORATION

                                       OF

                             Kuhr Technologies, Inc.

THIS IS TO CERTIFY THAT there is hereby organized a corporation under and by
virtue of N. J. S. 14A:1-1 et seq., the "New Jersey Business Corporation Act."

     FIRST:   The name of the corporation is

                 Kuhr Technologies, Inc.

     SECOND:  The address of the corporation's initial registered office is
1 Essex Street, P. O. Box 366, Hackensack, New Jersey 07602. The name of the
registered agent at such address is Myron D. Milch, Esq.

     THIRD:   The purpose for which this corporation is organized is to engage
in any activity within the purposes for which corporations may be organized
under the "New Jersey Business Corporation Act." N. J. S. 14A:1-1 et seq.

     FOURTH:  The aggregate number of shares which the corporation shall have
authority to issue is 2,500 shares without par value.

     FIFTH:   The number of directors constituting the initial Board of
Directors of this corporation is one (1).
The name and address of each person who is to serve as such Director is:

Gerald L. Kuhr, 116 Dock Pond Road, Glen Cove, New York, 11542



     SIXTH:   The name and address of the incorporator is Capitol Information
Service, Inc., 156 West State Street, Trenton, N.J. 08608.


     In Witness Whereof, each individual incorporator, being over eighteen years
of age has signed this certificate; or if the incorporator be a corporation has
caused this certificate to be signed by its duly authorized officers this 8th
day of November 1982.


                                   /s/ Deborah A. Jenkins
                                   ----------------------------------

                                   Deborah A. Jenkins, Executive Vice President
                                   Capitol Information Service, Inc.
                                   156 West State Street
                                   Trenton, N.J. 08608

FILED FOR: Myron D. Milch, Esq.
           1 Essex Street
           P. O. Box 366
           Hackensack, New Jersey 07602



                                   0100180892

      FILED

   NOV 9, 1982

   JANE BURGIO
Secretary of State



                                                                    FILED

                                                                 MAR 7, 1983

                                                                 JANE BURGIO
                                                              Secretary of State

                   CERTIFICATE OF MERGER OF KUHR TECHNOLOGIES,
                     LTD., A NEW YORK CORPORATION INTO KUHR
                  TECHNOLOGIES, INC., A NEW JERSEY CORPORATION
                          PURSUANT TO N.J.S.A. 14A:10-4

            The  undersigned, Charles J. Stern and Gerald L. Kuhr, being,
respectively, the President and Secretary of Kuhr Technologies, Ltd., a domestic
corporation duly organized and existing under and by virtue of the laws of the
State of New York, and Gerald L. Kuhr, being the President and Secretary of Kuhr
Technologies, Inc., a foreign corporation duly organized and existing under and
by virtue of the laws of the State of New Jersey, do hereby certify and set
forth the following:

            1.   The Plan of Merger is as follows:

                 (a)  The corporation that is merging is Kuhr Technologies,
Ltd., a New York corporation. The corporation into which Kuhr Technologies, Ltd.
is to be merged is Kuhr Technologies, Inc., a New Jersey corporation, which
shall be called the surviving corporation.

                 (b)  Kuhr Technologies, Ltd., the merging corporation, is
authorized to issue 200 shares of [ILLEGIBLE] par value, of which 120 shares
have been issued. [ILLEGIBLE] class of stock is authorized. Kuhr Technologies,
[ILLEGIBLE] surviving corporation, is authorized to issue 2500 [ILLEGIBLE] no
par value common stock, of which 300 shares have [ILLEGIBLE] before this merger.
No other class of stock is authorized.

                 (c)  The terms of the merger are as follows: each share of
common stock in Kuhr Technologies, Ltd., shall be converted into an equal number
of shares of common stock of Kuhr



Technologies, Inc.

                 (d)  There are no amendments or changes in the Certificate of
Incorporation of Kuhr Technologies, Inc., the surviving corporation, to be
effected by this merger.

            2.   With respect to Kuhr Technologies, Ltd., the merging
     corporation, the number of shares entitled to vote thereon is 120 shares of
     common stock with no par value. None of the shares are entitled to vote
     thereon as a class. With respect to Kuhr Technologies, Inc., the surviving
     corporation, the number of shares entitled to vote thereon is 300 shares of
     common stock with no par value. None of the shares are entitled to vote
     thereon as a class.

            3.   With respect to Kuhr Technologies, Ltd., the merging
     corporation, 100 shares of common stock voted in favor of the Plan, and
     there were no shares that voted against the Plan. With respect to Kuhr
     Technologies, Inc., the surviving corporation, there were 300 shares of
     common stock that voted for the Plan, and there were no shares that voted
     against the Plan. No shares of either Kuhr Technologies, Ltd., the merging
     corporation, or Kuhr Technologies, Inc., the surviving corporation, are
     entitled to vote as a class.

            4.   The merger is to become effective on the date that the
     Certificate of Merger is filed with the Secretary of State.

            IN WITNESS WHEREOF, the undersigned have executed and sealed this
Certificate this 16 day of December, 1982.

Attest:                                         KUHR TECHNOLOGIES, LTD.

/s/ Gerald L. Kuhr                              By:  /s/ Charles J. Stern
- -------------------------------------                ---------------------------
GERALD L. KUHR                                       CHARLES J. STERN, PRESIDENT
   SECRETARY

                                       -2-


Attest:                                         KUHR TECHNOLOGIES, INC.

/s/ Gerald L. Kuhr                              By:  /s/ Gerald L. Kuhr
- ----------------------                               ---------------------------
GERALD L. KUHR,                                      GERALD L. KUHR, PRESIDENT
   SECRETARY

STATE OF NEW JERSEY    )
                         SS:
COUNTY OF BERGEN       )

          BE IT REMEMBERED, that on DECEMBER 16 1982, before me, the subscriber,
MYRON D. MILCH, ESQUIRE personally appeared Gerald L. Kuhr who, being by me duly
sworn on his oath, deposes and makes proof to my satisfaction, that he is the
Secretary of Kuhr Technologies, Ltd., the Corporation named in the within
Instrument,; that Charles J. Stern is the President of said Corporation; that
the execution, as well as the making of this Instrument, has been duly
authorized by a proper resolution of the Board of Directors of the said
Corporation; that deponent well knows the corporate seal of said Corporation;
and that the seal affixed to said Instrument is the proper corporate seal and
was thereto affixed and said Instrument signed and delivered by said President
as and for the voluntary act and deed of said Corporation, in presence of
deponent, who thereupon subscribed his name thereto as attesting witness.

Sworn to and subscribed before
me, the data aforesaid.

/s/ Myron D. Milch
- ----------------------                               ---------------------------

                                       -3-


                                 PLAN OF MERGER

            Pursuant to Section 902 of the New York State Business Corporation
Law and pursuant to N.J.S.A. 14A:10-1, the Board of Directors of Kuhr
Technologies, Ltd., a New York corporation, hereby adopts the following Plan of
Merger of Kuhr Technologies, Ltd. into Kuhr Technologies, Inc., a New Jersey
corporation:

            1.   The corporation that is merging is Kuhr Technologies, Ltd., a
New York corporation. The corporation into which Kuhr Technologies, Ltd. is to
be merged is Kuhr Technologies, Inc., a New Jersey corporation, which shall be
called the surviving corporation.

            2.   Kuhr Technologies, Ltd., the merging corporation, is authorized
to issue 200 shares of stock without par value, of which 120 shares have been
issued. No other class of stock is authorized. Kuhr Technologies, Inc., the
surviving corporation, is authorized to issue 2500 shares of no par value common
stock, of which 300 shares have been issued before this merger. No other class
of stock is authorized.

            3.   The terms of the merger are as follows: each share of common
stock in Kuhr Technologies, Ltd., shall be converted into an equal number of
shares of common stock of Kuhr Technologies, Inc.

            4.   There are no amendments or changes in the Certificate of
Incorporation of Kuhr Technologies, Inc., the surviving corporation, to be
effected by this merger.



                                                                    FILED

                                                                 NOV 28, 1983

                                                                 JANE BURGIO
                                                              Secretary of State

                           AMENDMENT TO CERTIFICATE OF
                    INCORPORATION OF KUHR TECHNOLOGIES, INC.

            The  undersigned, in conformance with the New Jersey Business
Corporation Act, does hereby adopt the following amendments to the Certificate
of Incorporation:

            1.   The name of the Corporation is Kuhr Technologies, Inc.

            2.   The following amendments to the Certificate of Incorporation
have been adopted by the Shareholders on November 17, 1983:

            (a)  Paragraph Fourth is amended in its entirety to read as follows:

                 The corporation shall have the authority to issue shares as
                 follows:

                    (a)  Five million common shares without par value;

                    (b)  Three hundred Class A preferred shares with par value
                         of $.01, convertible by the holder thereof under
                         certain conditions to common shares at a ratio of one
                         thousand common shares for each Class A preferred
                         share, subject to redemption at par value by the
                         Corporation if the conversion option is not exercised.
                         The Class A preferred shares shall be non-voting and
                         shall be entitled to no dividend; and

                    (c)  Three hundred shares of Class B preferred shares with
                         par value of $.01, convertible by the holder thereof
                         under conditions to common shares at a ratio of one
                         thousand common shares for each Class B



                         preferred share, subject to redemption at par value by
                         the Corporation if the conversion option is not
                         exercised. The Class B preferred shares shall be
                         non-voting and shall be entitled to no dividend.

                    (d)  The Class A and Class B preferred shares shall have
                         liquidation preference over common shares to the extent
                         of $.01 per share.

            (b)  Paragraph Second is amended in its entirety to read as follows:

                       The name and address of the registered agent of the
                       Corporation is

                                     Matthew Burns, Esq.
                                     40 Journal Square
                                     Jersey City, New Jersey 07306

            3.   The number of shares entitled to vote on the Amendment is
1,500.

            4.   All issued and outstanding shares voted in favor of the
Amendment.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
17th day of November, 1983.

                                                KUHR TECHNOLOGIES, INC.

ATTEST:                                         By:  /s/ Nicholas Menonna, Jr.
                                                     ---------------------------
/s/ Gerald L. Kuhr                                   NICHOLAS MENONNA, JR.,
- -------------------------------------                Vice President
GERALD L. KUHR, Secretary



                                 ACKNOWLEDGEMENT

STATE OF NEW JERSEY)
                  ss:
COUNTY OF BERGEN   )

            BE IT REMEMBERED, that on November 17, 1983, before me, the
subscriber, a Notary-Public of New Jersey personally appeared GERALD L. KUHR
who, being by me duly sworn on his oath, deposes and makes proof to my
satisfaction that he is the Secretary of Kuhr Technologies, Inc., the
Corporation named in this Instrument; that NICHOLAS MENONNA, JR. is the Vice
President of the Corporation; that the execution, as well as the making of this
Instrument has been duly authorized by proper resolutions of the Board of
Directors and Shareholders of the Corporation; and that the seal affixed to this
Instrument is the proper corporate seal and was hereto affixed and the
Instrument signed and delivered by the Vice President as and for the voluntary
act and deed of the Corporation, in the presence of the Secretary, who thereupon
subscribe his name thereto as attesting witness.

                                              /s/ Barbara Furnari
                                              ---------------------------

                                                    BARBARA FURNARI
                                              NOTARY PUBLIC OF NEW JERSEY
                                           My Commission Expires Oct. 8, 1985



                                                                     FILED

                                                                  FEB 28 1984

                                                                  JANE BURGIO
                                                              Secretary of State

                             CERTIFICATE OF DIVISION
                               OF COMMON SHARES OF
                             KUHR TECHNOLOGIES, INC.

            The undersigned, in conformance with the New Jersey Business
Corporation Act, does hereby adopt this Certificate of Division of Common
Shares.

            1.   The name of the Corporation is Kuhr Technologies, Inc.

            2.   The Board of Directors of the Corporation approved the division
of common shares of the Corporation on February 28, 1984.

            3.   The division of common shares of the Corporation will not
adversely affect the rights or preferences of the holders of outstanding shares
of any class or series, and will not increase the number of authorized but
unissued shares.

            4.   The Corporation has 1,500 outstanding shares of common stock.
Under the terms of the division, this common stock will be increased to
1,000,000 shares, or a division of 666.667 shares of each outstanding share of
common stock.

            5.   No amendment is currently being made to the Certificate of
Incorporation.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
27 day of February, 1984.

                                                KUHR TECHNOLOGIES, INC.

ATTEST: /s/ Nicholas Menonna Jr.                By: /s/ Gerald L. Kuhr
        -----------------------------               ---------------------------
        Nicholas Menonna, Jr.                       Gerald L. Kuhr
        Secretary                                   President

                                   0100180892



                                                                    FILED

                                                                 MAR 13 1984

                                                                 JANE BURGIO
                                                              Secretary of State

                           AMENDMENT TO CERTIFICATE OF
                           INCORPORATION OF KUHR TECH-
                           NOLOGIES, INC.

            The undersigned, in conformance with the New Jersey Business
Corporation Act, does hereby adopt the following amendment to the Certificate of
Incorporation:

            1.   The name of the Corporation is Kuhr Technologies, Inc.

            2.   The following amendment to the Certificate of Incorporation has
been adopted by the Shareholders on March   , 1984:

            (a)  Paragraph Fourth is amended in its entirety to read as follows:

                 The corporation shall have the authority to issue five million
                 common shares without par value:

            3.   The number of shares entitled to vote on the Amendment is
1,000,000.52.

            4.   All issued and outstanding shares voted in favor of the
Amendment.

            IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
9th day of March, 1984.

0100180892

                                                KUHR TECHNOLOGIES, INC.

                                                By: /s/ Gerald L. Kuhr
                                                    ---------------------------
ATTEST:                                             Gerald L. Kuhr, President

/s/ Nicholas Menonna Jr.
- -----------------------------
Nicholas Menonna, Jr., Secretary



                                                                    FILED

                                                                 MAR 13 1984

                                                                 JANE BURGIO
                                                              Secretary of State

                                 ACKNOWLEDGEMENT

STATE OF NEW JERSEY)
                  ss:
COUNTY OF BERGEN   )

            BE IT REMEMBERED, that on March 9, 1984, before me, the subscriber,
a Notary-Public of New Jersey, personally appeared Nicholas Menonna, Jr. who,
being by me duly sworn on his oath, deposes and makes proof to my satisfaction
that he is the Secretary of Kuhr Technologies, Inc., the Corporation named in
this Instrument; that Gerald L. Kuhr is the President of the Corporation; that
the execution, as well as the making of this Instrument has been duly authorized
by proper resolutions of the Board of Directors and Shareholders of the
Corporation; and that the seal affixed to this Instrument is the proper
corporate seal and was hereto affixed and the Instrument signed and delivered by
the President as and for the voluntary act and deed of the Corporation, in the
presence of the Secretary, who thereupon subscribe his name thereto as attesting
witness.

                                                  /s/ Nicholas Menonna, Jr.
                                              ----------------------------------

                                                       BARBARA FURNARI
                                                  NOTARY PUBLIC OF NEW JERSEY
                                              My Commission Expires Oct. 8, 1985



                                                                      AMC
                                                                     FILED
                                                                  DEC 22 1997

                                                                LONNA R. HOOKS
                                                              Secretary of State

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                             Kuhr Technologies, Inc.

     Pursuant to the provisions of Sections 14A:17-15.1 (3), 14A:9-2 (2) and
14:9-4 (2), Corporations, General, of the New Jersey Statutes, the undersigned
corporation executes the following Certificate of Amendment to its Certificate
of Incorporation:

     1.     The name of the corporation is Kuhr Technologies, Inc. (the
            "Corporation").

     2.     The following amendment to the Certificate of Incorporation, as
            amended, of the Corporation combining the issued shares of the
            Corporation was adopted by the Board of Directors of the Corporation
            on April 30, 1997 and thereafter duly adopted by the Shareholders of
            the Corporation on June 10, 1997

            Resolved that Paragraph Fourth (a) of the Certificate of
            Incorporation be amended to read in its entirety as follows:

                 "(a) 333 common shares without par value;"

     3.     The number of shares entitled to vote upon the amendment was
            1,094,580.

     4.     The number of shares voting for, against and abstaining from voting
            for such amendment are as follows:

                                         
            Number of Shares Voting For Amendment:      907,025
            Number of Shares Voting Against Amendment:      -0-
            Number of Shares Abstaining From Voting:    187,555

            


     5.     The class of the Corporation's stock subject to the combination is
            its common shares, no par value. The shares are to be combined on a
            one share for each fifteen thousand share basis. No fractional
            shares will be issued as a result of the combination. Shareholders
            will receive cash in the amount of five cents per old share in lieu
            of fractional shares to which they would otherwise be entitled.

     6.     The amendment to the Certificate of Amendment, as previously
            amended, shall become effective at the close of business on the date
            of filing.

     In witness whereof, the Corporation has caused this Certificate of
Amendment to be executed on its behalf this 8th day of December, 1997.

                                                Kuhr Technologies, Inc.

                                                By: /s/ Robert E. Wetzel
                                                    ---------------------------
                                                    Name: Robert E. Wetzel
                                                    Title: Senior Vice President

B47614
651935                                                               0100180892



                                                                      MRG
                                                                     FILED

                                                                  MAR 13 1998

                                                                LONNA R. HOOKS
                                                              SECRETARY OF STATE

                              CERTIFICATE OF MERGER

                                       OF

                          KTI ENVIRONMENTAL GROUP, INC.

                                      INTO

                             KUHR TECHNOLOGIES, INC.

To:  The Secretary of State
     State of New Jersey

     Pursuant to the provisions of Section 14A:10-1 and Section 14A:10-4.1,
Corporations, General, of the New Jersey Statutes, the undersigned corporations
hereby execute the following Certificate of Merger.

                                   ARTICLE ONE

KTI ENVIRNMENTAL GROUP, INC., a corporation organized and existing under the
laws of the State of New Jersey shall be merged into KUHR TECHNOLOGIES, INC., a
corporation organized and existing under the laws of the State of New Jersey,
which is hereinafter designated as the surviving corporation, hereby changes
it's name to KTI ENVIRONMENTAL GROUP, INC.

     The address of the surviving corporation's registered office is 7000
BOULEVARD EAST, GUTTENBERG, NEW JERSEY 07093 and the name of its registered
agent at such address is ROBERT E. WETZEL.

     The total authorized capital stock of the surviving corporation shall be
333 shares, itemized by classes, par value of shares, without par value, and
series, if any, within a class as follows:



                                            Par Value Per Share
            Series                          or statement shares are without par
Class       (if any)   Number of Shares     value
                                   
Common      None       333                  Without Par Value


                                                                         S387240
                                                                         J732748
                                                                         J732751

(N.J.-2041)                                                           0100180892



                                   ARTICLE TWO

     The following plan of merger was approved by each of the undersigned
corporations in the manner prescribed by the New Jersey Corporation Act:

     The name of the surviving corporation shall be changed to KTI Environmental
Group, Inc

     The by-laws of KUHR TECHNOLOGIES, INC. shall remain and be the by-laws of
the corporation which shall survive the merger until the same shall be altered
or amended according to the provisions thereof and in the manner permitted by
the statutes of the State of New Jersey, or by this certificate.

     The following amendments shall be made to the Certificate of Incorporation
of KUHR TECHNOLOGIES, INC.

     The first annual meeting of the shareholders of the corporation which shall
survive the merger, to be held after the effective date of the merger, shall be
the annual meeting provided, or to be provided by the by-laws of the said
corporation, for the year 1998.

     All persons, who at the date when the Certificate of Merger shall become
effective, shall be the executive or administrative officers of KUHR
TECHNOLOGIES, INC., shall be and remain like officers of the corporation which
shall survive the merger until the board of directors of such corporation shall
elect their respective successors.

     The chairman of the board, or the president or a senior vice-president of
each of the corporations, parties to this merger, shall sign this certificate on
behalf of their respective corporations. This certificate shall then be
submitted to the shareholders of each of the corporation's parties hereto, at a
meeting thereof, separately called and held for the purpose of considering and
taking action upon the proposed merger. At each such meeting this merger shall
be considered and a vote taken thereon in the manner prescribed by Section
14A:10-3 Corporations, General, of the New Jersey Statutes.

     A meeting of the board of directors of the corporation which shall survive
this merger shall be held as soon as practicable after the date on which this
merger shall become effective and may be called in the manner provided in the
by-laws of the corporation which shall survive the merger for the calling of
special meeting of the board of directors and may be held at the time and place
specified in the notice of the meeting.

     The corporation which shall survive the merger shall pay all expenses of
carrying this agreement into effect and of accomplishing this merger.

     When the merger shall have become effective, all and singular, the rights,
privileges, powers and franchises of each of the corporations, parties to this
merger, whether of a public or a private nature, and all property, real personal
and mixed, and all debts due to each of said corporations, on whatever account
as well for stock subscriptions as all other things in action or belonging to
either of the said corporations shall be vested in the corporation which shall
survive this merger; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as effectually
the property of the corporations which shall survive this merger as they were of
the corporations, parties hereto, and the title to any real or personal
property, whether by deed or otherwise, vested in each of the corporations,
parties hereto, shall not revert or be in any way unimpaired by reason hereof;
provided, however, that all rights of creditors and all liens upon any property
of each of the corporations, parties hereto, shall be preserved unimpaired,
limited in lien to the property affected by such liens immediately prior to the
time of the said merger, and all debts, liabilities and duties of KTI
ENVIRONMENTAL GROUP, INC. shall thenceforth attach to the corporation which
shall survive this merger and may be enforces against it to the same extent as
if said debts, liabilities and duties had been incurred or contracted by it.

If at any time the corporation which shall survive the merger shall consider or
be advised that any further assignment for assurances in law or any things are
necessary or desirable to vest in the said corporation,

(N.J.-2041)



according to the terms hereof, the title to any property or rights of KTI
ENVIRONMENTAL GROUP, INC. the Proper Officers and Directors of said KTI
ENVIRONMENTAL GROUP, INC. shall and will execute and make all such proper
assignments and assurances in law and so all things necessary or proper to vest
title in such proper assignments and assurances in law and do all things
necessary or proper to vest title in such property or tights in the corporation
which shall survive the merger and otherwise to carry out the purposes of this
Certificate o Merger.

                                  ARTICLE THREE

     As to each corporation whose shareholders are entitled to vote, the number
of shares entitled to vote, and the number and designation of the shares of any
class or series entitled to vote as a class, are:



                                  Total                                  No. of Shares
                                 Number        Designation of each     Entitled to Vote
                                of Shares        Class or Series         of each such
                               Entitled to    Entitled to Vote as a     Class or Series
     Name of Corporation          Vote            Class (if any)           (if any)
                                                                    
KUHR TECHNOLOGIES. INC.           333                COMMON                    333
KTI ENVIRONMENTAL GROUP, INC    905,000              COMMON                  905,000


                                  ARTICLE FOUR

     As to each corporation whose shareholders are entitled to vote, the number
of shares voted for and against the plan respectively, and the number of shares
of any class entitled to vote as a class that voted for and against the plan,
are:



                                 Total        Total
                                 Shares       Shares                    Shares      Shares
                                 Voted         Vote                     Voted       Voted
     Name of Corporation          For         Against       Class        For       Against
                                                                    
KUHR TECHNOLOGIES, INC.            333          0          COMMON
KTI ENVIRONMENTAL GROUP, INC.    905,000        0          COMMON


The date or dates of approval by the shareholders of each corporation of the
plan of merger is (are):



                                             
Corporation: KUHR TECHNOLOGIES, INC.            date of shareholder approval: MARCH 3, 1998
Corporation: KTI ENVIORNMENTAL GROUP, INC.      date of shareholder approval: MARCH 3, 1998



(N.J.-2041)



                                  ARTICLE FIVE

     The plan of merger was approved by the board of directors of KUHR
     TECHNOLOGIES, INC., the surviving corporation

                                   ARTICLE SIX

     The effective date of this certificate shall be MARCH 19,1998.

IN WITNESS WHEREOF each of the undersigned corporations has caused this
Certificate of Merger to be executed in its name by its PRESIDENT, as of the 3rd
day of MARCH, 1998.

                                                KUHR TECHNOLOGIES, INC.

                                            by  /s/ Martin J. Sergi
                                                --------------------------
                                   RSW          MARTIN J. SERGI, President

                                                KTI ENVIRONMENTAL GROUP, INC.

                                            by  /s/ Martin J. Sergi
                                                --------------------------
                                   RSW          MARTIN J. SERGI, President




(N.J.-2041)



                                                                      MRG
                                                                     FILED

                                                                  MAY 20 1998

                                                                LONNA R. HOOKS
                                                              SECRETARY OF STATE

                              CERTIFICATE OF MERGER

                                       OF

                           KTI LIMITED PARTNERS, INC.

                                      INTO

                          KTI ENVIRONMENTAL GROUP, INC.

To:  The Secretary of State
     State of New Jersey

     Pursuant to the provisions of Section 14A:10-1 and Section 14A:10-4.1,
Corporations, General, of the New Jersey Statutes, the undersigned corporations
hereby execute the following Certificate of Merger.

                                   ARTICLE ONE

KTI Limited Partners, Inc., a corporation organized and existing under the laws
of the State of Delaware shall be merged into KTI Environmental Group, Inc., a
corporation organized and existing under the laws of the State of New Jersey,
which is hereinafter designated as the surviving corporation.

     The address of the surviving corporation's registered office is 7000
Boulevard East, Guttenberg, New Jersey 07093 and the name of its registered
agent at such address is Robert E. Wetzel.

     The total authorized capital stock of the surviving corporation shall be
333 shares, itemized by classes, par value of shares, shares without par value,
and series, if any, within a class as follows:



                                             Par Value Per Share
             Series                          or statement shares are without par
Class       (if any)    Number of Shares     value
                                    
Common      None        333                  Without Par Valve


                                                                      0100180892



                                   ARTICLE TWO

     The following plan of merger was approved by each of the undersigned
corporations in the manner prescribed by the New Jersey Corporation Act:

      The name of the surviving corporation is KTI Environmental Group, Inc

     The by-laws of KTI Environmental Group, Inc. shall remain and be the
by-laws of the corporation which shall survive the merger until the same shall
be altered or amended according to the provisions thereof and in the manner
permitted by the statutes of the State of New Jersey, or by this certificate.

     The following amendments shall be made to the Certificate of Incorporation
of KTI Environmental Group, Inc.

     The first annual meeting of the shareholders of the corporation which shall
survive the merger, to be held after the effective date of the merger, shall be
the annual meeting provided, or to be provided by the by-laws of the said
corporation, for the year 1998.

     All persons, who at the date when the Certificate of Merger shall become
effective, shall be the executive or administrative officers of KTI
Environmental Group, Inc., shall be and remain like officers of the corporation
which shall survive the merger until the board of directors of such corporation
shall elect their respective successors.

     The chairman of the board, or the president or a senior vice-president of
each of the corporations, parties to this merger, shall sign this certificate on
behalf of their respective corporations. This certificate shall then be
submitted to the shareholders of each of the corporation's parties hereto, at a
meeting thereof, separately called and held for the purpose of considering and
taking action upon the proposed merger. At each such meeting this merger shall
be considered and a vote taken thereon in the manner prescribed by Section
14A:10-3 Corporations, General, of the New Jersey Statutes.

     A meeting of the board of directors of the corporation which shall survive
this merger shall be held as soon as practicable after the date on which this
merger shall become effective and may be called in the manner provided in the
by-laws of the corporation which shall survive the merger for the calling of
special meeting of the board of directors and may be held at the time and place
specified in the notice of the meeting.

     The corporation, which shall survive the merger, shall pay all expenses of
carrying this agreement into effect and of accomplishing this merger.

     When the merger shall have become effective, all and singular, the rights,
privileges, powers and franchises of each of the corporations, parties to this
merger, whether of a public or a private nature, and all property, real personal
and mixed, and all debts due to each of said corporations, on whatever account
as well for stock subscriptions as all other things in action or belonging to
either of the said corporations shall be vested in the corporation which shall
survive this merger; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as effectually
the property of the corporations which shall survive this merger as they were of
the corporations, parties hereto, and the title to any real or personal
property, whether by deed or otherwise, vested in each of the corporations,
parties hereto, shall not revert or be in any way unimpaired by reason hereof;
provided, however, that all rights of creditors and all liens upon any property
of each of the corporations, parties hereto, shall be preserved unimpaired,
limited in lien to the property affected by such liens immediately prior to the
time of the said merger, and all debts, liabilities and duties of KTI Limited
Partners, Inc. shall thenceforth attach to the corporation which shall survive
this merger and may be enforces against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it.

If at any time the corporation which shall survive the merger shall consider or
be advised that any further assignment for assurances in law or any things are
necessary or desirable to vest in the said corporation,

(N.J.-2041)



according to the terms hereof, the title to any property or rights of KTI
Limited Partners, Inc. the Proper Officers and Directors of said KTI Limited
Partners, Inc. shall and will execute and make all such proper assignments and
assurances in law and so all things necessary or proper to vest title in such
proper assignments and assurances in law and do all things necessary or proper
to vest title in such property or tights in the corporation which shall survive
the merger and otherwise to carry out the purposes of this Certificate of
Merger.

                                  ARTICLE THREE

     As to each corporation whose shareholders are entitled to vote, the number
of shares entitled to vote, and the number and designation of the shares of any
class or series entitled to vote as a class, are:



                                       Total                                     No. of Shares
                                       Number         Designation of each       Entitled to Vote
                                      of Shares         Class or Series           of each such
                                     Entitled to     Entitled to Vote as a      Class or Series
     Name of Corporation                Vote             Class (if any)             (if any)
                                                                             
KTI Environmental Group, Inc.           333                  COMMON                    333
KTI Limited Partners, Inc.             1,000                 COMMON                   1,000


                                  ARTICLE FOUR

     As to each corporation whose shareholders are entitled to vote, the number
of shares voted for and against the plan respectively, and the number of shares
of any class entitled to vote as a class that voted for and against the plan,
are:



                                  Total        Total
                                  Shares       Shares                  Shares    Shares
                                  Voted        Voted                   Voted      Voted
     Name of Corporation           For        Against      Class        For      Against
                                                                  
KTI Environmental Group, Inc.      333           0         Common
KTI Limited Partners, Inc.        1,000          0         Common


The date or dates of approval by the shareholders of each corporation of the
plan of merger is (are):

                                         
Corporation: KTI Limited Partners, Inc.     date of shareholder approval: May 29, 1998

Corporation: KTI Environmental Group, Inc.  date of shareholder approval: May 29, 1998




(N.J.-2041)



                                  ARTICLE FIVE

     The plan of merger was approved by the board of directors of

     KTI Environmental Group, Inc., the surviving corporation

                                   ARTICLE SIX

     The effective date of this certificate shall be March 29, 1998.

IN WITNESS WHEREOF each of the undersigned corporations has caused this
Certificate of Merger to be executed in its name by its President, as of the
13th day of May, 1998.

                                                   KTI Limited Partners, Inc.


                                             by    /s/ Martin J. Sergi
                                                   ----------------------------
                                                   Martin J. Sergi, President

                                                   KTI Environmental Group, Inc.


                                             by    /s/ Martin J. Sergi
                                                   ----------------------------
                                                   Martin J. Sergi, President



                                                                    Exhibit 3.63


                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                          KTI ENVIRONMENTAL GROUP, INC.



                                     BY-LAWS

                                TABLE OF CONTENTS

                                                                                                            
ARTICLE I        OFFICES.......................................................................................1

     1.01     Registered Office................................................................................1
     1.02     Other Offices....................................................................................1

ARTICLE II       SEAL..........................................................................................1

     2.01     Seal.............................................................................................1

ARTICLE III      SHAREHOLDERS' MEETINGS........................................................................1

     3.01     Place............................................................................................1
     3.02     Annual Meetings..................................................................................1
     3.03     Special Meetings.................................................................................1
     3.04     Notice of Shareholders' Meetings.................................................................2
     3.05     Waiver Of Notice.................................................................................2
     3.06     Action by Shareholders Without Meeting...........................................................2
     3.07     Fixing Record Date...............................................................................4
     3.08     Voting Lists.....................................................................................4
     3.09     Quorum...........................................................................................5
     3.10     Voting...........................................................................................5
     3.11     Election of Directors............................................................................5
     3.12     Inspectors of Election...........................................................................5
     3.13     Conduct of Meetings..............................................................................6

ARTICLE IV       DIRECTORS.....................................................................................6

     4.01     Number of Directors..............................................................................6
     4.02     Term of Directors................................................................................6
     4.03     Removal of Directors.............................................................................6
     4.04     Quorum of Board of Directors and Committees; Action of Directors Without a Meeting...............7
     4.05     Place of Board of Directors Meeting..............................................................7
     4.06     Annual Meeting...................................................................................7
     4.07     Meetings of the Board of Directors...............................................................7
     4.08     Adjournment......................................................................................7
     4.09     Powers of Directors..............................................................................8
     4.10     Compensation of Directors........................................................................8
     4.11     Executive Committees.............................................................................8

ARTICLE V        OFFICERS......................................................................................8

     5.01     Officers.........................................................................................8
     5.02     Salaries.........................................................................................8
     5.03     Removal..........................................................................................9
     5.04     President........................................................................................9
     5.05     Vice President...................................................................................9



                                      - i -


                                                                                                           
     5.06     Chairman of the Board............................................................................9
     5.07     Secretary........................................................................................9
     5.08     Chief Financial Officer..........................................................................9
     5.09     Treasurer.........................................................:..............................9
     5.10     Assistant Secretary or Assistant Treasurer......................................................10

ARTICLE VI       VACANCIES....................................................................................10

     6.01     Directors.......................................................................................10
     6.02     Officers........................................................................................10
     6.03     Resignations....................................................................................10

ARTICLE VII      SHARE CERTIFICATES...........................................................................10

     7.01     Certificates....................................................................................10
     7.02     Uncertificated Shares...........................................................................11
     7.03     Transfer of Shares..............................................................................11
     7.04     Fractional Shares...............................................................................11
     7.05     Loss of Certificates............................................................................11

ARTICLE VIII     BOOKS AND ACCOUNTS...........................................................................11

     8.01     Records.........................................................................................11
     8.02     Inspection......................................................................................11

ARTICLE IX       MISCELLANEOUS PROVISIONS.....................................................................12

     9.01     Monetary Disbursements..........................................................................12
     9.02     Fiscal Year.....................................................................................12
     9.03     Dividends.......................................................................................12
     9.04     Reserve.........................................................................................12
     9.05     Giving Notice...................................................................................12
     9.06     Loans to Directors, Officers or Employees.......................................................12
     9.07     Disallowed Compensation.........................................................................12

ARTICLE X        AMENDMENTS...................................................................................13

     10.01    Amendments......................................................................................13

ARTICLE XI       INDEMNIFICATION AND INSURANCE................................................................13

     11.01    Indemnification.................................................................................13
     11.02    Insurance.......................................................................................13



                                     - ii -


                                     BY-LAWS

                                       OF

                          KTI ENVIRONMENTAL GROUP, INC.


                                    ARTICLE I

                                     OFFICES

     1.01     REGISTERED OFFICE: The initial registered office of the
Corporation shall be c/o Robert Wetzel, 7000 Boulevard East, Guttenberg, NJ
07093. The Board of Directors may change the registered office from time to
time.

     1.02     OTHER OFFICES: The Corporation may have such other offices either
within or without the State of New Jersey as the Board of Directors may
designate or as the business of the Corporation may require from time to time.

                                   ARTICLE II

                                      SEAL

     2.01     SEAL: The corporate seal shall be in the form adopted by the Board
of Directors and may be altered by them from time to time.

                                   ARTICLE III

                             SHAREHOLDERS' MEETINGS

     3.01     PLACE: All meetings of the shareholders shall be held at the
registered office of the Corporation or at such other place or places, either
within or without the State of New Jersey, as may from time to time be selected
by the Board of Directors.

     3.02     ANNUAL MEETINGS: The annual meeting of shareholders shall be held
at such time as may be fixed by the Board of Directors. At that meeting the
shareholders shall elect, by a plurality vote, a Board of Directors, and
transact such other business as may properly come before the meeting.

     3.03     SPECIAL MEETINGS: Special meetings of the shareholders may be
called only by the President, the Chairman of the Board of Directors of the
Corporation (if any) or by order of a majority of the Board of Directors. Such
written request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purpose or
purposes stated in the notice calling such meeting.



     3.04     NOTICE OF SHAREHOLDERS' MEETINGS: Written notice of the time,
place and purpose or purposes of every meeting of shareholders shall be given
not less than ten or more than sixty days before the date of the meeting, either
personally or by mail (to the last address appearing on the books of the
Corporation), to each shareholder of record entitled to vote at the meeting and
to each shareholder otherwise entitled to notice by law, unless a greater period
of notice is required by statute in a particular case.

     When a meeting is adjourned to another time or place, it shall not be
necessary to give notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which the adjournment
is taken and at the adjourned meeting only such business is transacted as might
have been transacted at the original meeting. However, if after the adjournment
the Board fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record on the new record
date entitled to notice.

     3.05     WAIVER OF NOTICE: Notice of a meeting need not be given to any
shareholder who signs a waiver of such notice, in person or by proxy, whether
before or after the meeting. The attendance of any shareholder at a meeting, in
person or by proxy, without protesting prior to the conclusion of the meeting
the lack of notice of such meeting, shall constitute a waiver of notice by that
shareholder.

     Whenever shareholders are authorized to take any action after the lapse of
a prescribed period of time, the action may be taken without such lapse if such
requirement is waived in writing, in person or by proxy, before or after the
taking of such action, by every shareholder entitled to vote thereon as of the
date of the taking of such action.

     3.06     Action by Shareholders Without Meeting:

              (1)   Any action required or permitted to be taken at a meeting of
shareholders by statute or the Certificate of Incorporation or By-laws of the
Corporation may be taken without a meeting if all the shareholders entitled to
vote thereon consent thereto in writing, except that in the case of any action
to be taken pursuant to Chapter 10 (concerning mergers, etc.) of the New Jersey
Business Corporation Act (the "Act"), such action may be taken without a meeting
only if all shareholders entitled to vote consent thereto in writing and the
Corporation provides to all other shareholders the advance notification required
by paragraph (2)(b) of this section.

              (2)   Except as otherwise provided in the Certificate of
Incorporation and subject to the provisions of this subsection, any action
required or permitted to be taken at a meeting of shareholders by the Act, the
Certificate of Incorporation, or By-laws, other than the annual election of
Directors, may be taken without a meeting upon the written consent of
shareholders who would have been entitled to cast the minimum number of votes
which would be necessary to authorize such action at a meeting at which all
shareholders entitled to vote thereon were present and voting.

                    (a)   If any shareholder shall have the right to dissent
from a proposed action, pursuant to Chapter 11 of the Act, the Board shall fix a
date on which written consents are to be tabulated; in any other case, it may
fix a date for tabulation. If no date is fixed, consents

                                      - 2 -


may be tabulated as they are received. No consent shall be counted which is
received more than sixty days after the date of the Board action authorizing the
solicitation of consents or, in a case in which consents, or proxies for
consents, are solicited from all shareholders who would have been entitled to
vote at a meeting called to take such action, more than sixty days after the
date of mailing of solicitation of consents, or proxies for consents.

                    (b)   Except as provided in paragraph (2)(c), the
Corporation, upon receipt and tabulation of the requisite number of written
consents, shall promptly notify all non-consenting shareholders, who would have
been entitled to notice of a meeting to vote upon such action, of the action
consented to, the proposed effective date of such action, and any conditions
precedent to such action. Such notification shall be given at least twenty days
in advance of the proposed effective date of such action in the case of any
action taken pursuant to Chapter 10 of the Act, and at least ten days in advance
in the case of any other action.

                    (c)   The Corporation need not provide the notification
required to be given by paragraph (2)(b) if it

                          (i)    solicits written consents or proxies for
     consents from all shareholders who would have been entitled to vote at a
     meeting called to take such action, and at the same time gives notice of
     the proposed action to all other shareholders who would have been entitled
     to notice of a meeting called to vote upon such action;

                          (ii)   advises all shareholders, if any, who are
     entitled to dissent from the proposed action, as provided in Chapter 11 of
     the Act, of their right to do so and to be paid the fair value of their
     shares; and

                          (iii)  fixes a date for tabulation of consents not
     less than twenty days, in the case of any proposed action to be taken
     pursuant to Chapter 10 of the Act, or not less than ten days in the case of
     any other proposed action, and not more than sixty days after the date of
     mailing of solicitations of consents or proxies for consents.

                    (d)   Any consent obtained pursuant to paragraph (2)(c) may
be revoked at any time prior to the day fixed for tabulation of consents. Any
other consent may be revoked at any time prior to the day on which the proposed
action could be taken upon compliance with paragraph (2)(b). The revocation must
be in writing and be received by the Corporation.

              (3)   Whenever action is taken pursuant to subsection (1) or (2),
the written consents of the shareholders consenting thereto or the written
report of inspectors appointed to tabulate such consents shall be filed with the
minutes or proceedings of shareholders.

              (4)   In case the Corporation is involved in a merger,
consolidation or other type of acquisition or disposition regulated by Chapters
10 and 11 of the Act, the pertinent provisions of the statute should be referred
to and strictly complied with.

              (5)   Notwithstanding the provisions of this Section 3.06,
immediately following the consummation of an initial public offering under the
Securities Act of 1933, as amended, by the Corporation of any of its capital
stock, shareholders of the Corporation may not take any action by written
consent in lieu of a meeting.

                                      - 3 -


     3.07     Fixing Record Date:

              (1)   The Board may fix, in advance, a date as the record date
for determining the Corporation's shareholders with regard to any corporate
action or event and, in particular, for determining the shareholders who are
entitled to

                    (a)   notice of or to vote at any meeting of shareholders or
any adjournment thereof;

                    (b)   give a written consent to any action without a
meeting; or

                    (c)   receive payment of any dividend or allotment of any
right.

The record date may in no case be more than sixty days prior to the
shareholders' meeting or other corporate action or event to which it relates.
The record date for a shareholders' meeting may not be less than ten days before
the date of the meeting. The record date to determine shareholders to give a
written consent may not be more than sixty days before the date fixed for
tabulation of the consents or, if no date has been fixed for tabulation, more
than sixty days before the last day on which consents received may be counted.

              (2)   If no record date is fixed,

                    (a)   the record date for a shareholders' meeting shall be
the close of business on the day next preceding the day on which notice is
given, or, if no notice is given, the day next preceding the day on which the
meeting is held; and

                    (b)   the record date for determining shareholders for any
other purpose shall be at the close of business on the day on which the
resolution of the Board relating thereto is adopted.

              (3)   When a determination of shareholders of record for a
shareholders' meeting has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the Board fixes a
new record date under this section for the adjourned meeting.

     3.08     VOTING LISTS: The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make a complete list of
shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof. A list required by this section may consist of cards arranged
alphabetically or any equipment which permits the visual display of the
information required. Such list shall be arranged alphabetically within each
class, series or group of shareholders maintained by the Corporation for
convenience of reference, with the address of, and the number of shares held by,
each shareholder; be produced (or available by means of a visual display) at the
time and place of the meeting; be subject to the inspection of any shareholder
for reasonable periods during the meeting; and be prima facie evidence of the
identity of the shareholders entitled to examine such list or to vote at any
meeting.

                                      - 4 -


     If the requirements of this section have not been complied with, the
meeting shall, on the demand of any shareholder in person or by proxy, be
adjourned until the requirements are complied with. Failure to comply with the
requirements of this section shall not affect the validity of any action taken
at such meeting prior to the making of any such demand.

     3.09     QUORUM: Unless otherwise provided in the Certificate of
Incorporation or by statute, the presence of holders of shares (in person or by
proxy) entitled to cast a majority of the votes at a meeting shall constitute a
quorum at such meeting. The shareholders present in person or by proxy at a duly
organized meeting may continue to do business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum. Less than a
quorum may adjourn.

     Whenever the holders of any class or series of shares are entitled to vote
separately on a specified item of business, the provisions of this section shall
apply in determining the presence of a quorum of such class or series for the
transaction of such specified item of business.

     3.10     VOTING: Each holder of shares with voting rights shall be entitled
to one vote for each such share registered in his/her name, except as otherwise
provided in the Certificate of Incorporation. Whenever any action, other than
the election of Directors, is to be taken by vote of the shareholders, it shall
be authorized by a majority of the votes cast at a meeting of shareholders by
the holders of shares entitled to vote thereon, unless a greater plurality is
required by statute or by the Certificate of Incorporation.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent without a meeting may authorize another person or persons to act
for him/her by proxy. Every proxy shall be executed in writing by the
shareholder or his/her agent, except that a proxy may be given by a shareholder
or his/her agent by telegram or cable or its equivalent. No proxy shall be valid
for more than eleven months unless a longer time is expressly provided therein.
Unless it is coupled with an interest, a proxy shall be revocable at will. A
proxy shall not be revoked by the death or incapacity of the shareholder but
such proxy shall continue in force until revoked by the personal representative
or guardian of the shareholder. The presence at any meeting of any shareholder
who has given a proxy shall not revoke such proxy unless the shareholder shall
file written notice of such revocation with the Secretary of the meeting prior
to the voting of such proxy.

     3.11     ELECTION OF DIRECTORS: At each election of Directors every
shareholder entitled to vote at such election shall have the right to vote the
number of shares owned by him for as many persons as there are Directors to be
elected and for whose election he has a right to vote. Directors shall be
elected by a plurality of the votes cast at the election, except as otherwise
provided by the Certificate of Incorporation.

     Elections of Directors need not be by ballot unless a shareholder demands
election by ballot at the election and before the voting begins.

     3.12     INSPECTORS OF ELECTION: The Board may, in advance of any
shareholders' meeting, or of the tabulation of written consents of shareholders
without a meeting, appoint one or more inspectors to act at the meeting or any
adjournment thereof or to tabulate such consents and make

                                      - 5 -


a written report thereof. If inspectors to act at any meeting of shareholders
are not so appointed or shall fail to qualify, the person presiding at a
shareholders' meeting may, and on the request of any shareholder entitled to
vote there at shall, make such appointment.

     Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability. No person shall be
elected a Director in an election for which he has served as an inspector.

     3.13     Conduct of Meetings:

              (1)   The President of the Corporation, and in the President's
absence, the Vice President of the Corporation, shall preside at all meetings of
shareholders. In the absence of the President and the Vice President, the
shareholders present shall, by a simple majority vote, elect a chairman of the
meeting.

              (2)   The Secretary of the Corporation shall act as Secretary of
all meetings of shareholders; in the Secretary's absence, the chairman presiding
at any such meeting shall appoint a person to act as secretary of the meeting.

                                   ARTICLE IV

                                    DIRECTORS

     4.01     NUMBER OF DIRECTORS: The number of Directors constituting the
entire Board shall be one or such greater number as shall be set by the vote of
a majority of the Board of Directors then authorized to hold office. A Director
shall be at least eighteen years of age and need not be a United States citizen
or resident of this State or a shareholder in the Corporation. Each Director
shall be elected by the shareholders, at the annual meeting of shareholders of
the Corporation, and shall be elected for the term of one year, and until his
successor shall be elected and shall qualify.

     4.02     TERM OF DIRECTORS: The Directors named in the Certificate of
Incorporation shall hold office until the first annual meeting of shareholders,
and until their successors shall have been elected and qualified. At the first
annual meeting of shareholders and at each annual meeting thereafter, the
shareholders shall elect Directors to hold office until the next succeeding
annual meeting. Each Director shall hold office for the term for which he/she is
elected and until a successor shall have been elected and qualified.

     4.03     REMOVAL OF DIRECTORS: Unless otherwise provided in the Certificate
of Incorporation, any or all of the Directors of the Corporation may be removed
with or without cause by the shareholders by the affirmative vote of the
majority of all shares then entitled to vote for the election of the Directors.

                                      - 6 -


     4.04     QUORUM OF BOARD OF DIRECTORS AND COMMITTEES; ACTION OF DIRECTORS
WITHOUT A MEETING:

              (1)   The participation of Directors with a majority of the votes
of the entire Board of Directors, or of any Committee thereof, shall constitute
a quorum for the transaction of business.

              (2)   Any action required or permitted to be taken pursuant to
authorization voted at a meeting of the Board of Directors, or any Committee
thereof, may be taken without a meeting if, prior or subsequent to such action,
all members of the Board or such Committee, as the case may be, consent thereto
in writing and such written consents are filed with the minutes of the
proceedings of the Board or Committee.

     4.05     PLACE OF BOARD OF DIRECTORS MEETING: Meetings of the Board of
Directors may be held either within or without the State of New Jersey, at such
times and places as the Board of Directors shall determine.

     4.06     ANNUAL MEETING: An annual meeting of the newly elected Board of
Directors shall be held immediately following the annual meeting of shareholders
(or immediately following any adjournment thereof) at the place of such annual
meeting of shareholders, for the organization of such Board of Directors and for
the transaction of any other business as may conveniently and properly be
brought before such meeting.

     4.07     Meetings of the Board of Directors:

              (1)   Regular meetings of the Board of Directors may be held with
or without notice. Special meetings of the Board of Directors shall be held upon
notice to the Directors and may be called by the President upon at least one
days notice to each Director either personally or by mail, wire, or telephone;
special meetings shall be called by the President or Secretary in a like manner
upon written request of one or more Directors. Notice of any meeting need not be
given to any Director who signs a written waiver of notice, whether before or
after the meeting. The attendance of any Director at a meeting, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute an effective waiver of notice by that Director.
Neither the business to be transacted at, nor the purpose of, any meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.

              (2)   Where appropriate communication facilities are reasonably
available, any or all Directors shall have the right to participate in all or
any part of a meeting of the Board of Directors, or any Committee thereof, by
means of conference telephone or any means of communication by which all persons
participating in the meeting are able to hear each other.

     4.08     ADJOURNMENT: A majority of the Directors present, whether or not a
quorum is present, may adjourn any meeting to another time and place. Notice of
the adjournment shall be given to all Directors who were absent at the time of
the adjournment. Notice of an adjourned meeting need not be given to any
Directors who were present at the time of the adjournment only if the time and
place are fixed at the meeting adjourning and if the period of adjournment does
not exceed ten days in any one adjournment.

                                      - 7 -


     4.09     POWERS OF DIRECTORS: The Board of Directors shall manage or direct
the management of the business and affairs of the Corporation. In addition to
the powers and authorities expressly conferred upon them by these By-laws, the
Board may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by these By-laws directed or required
to be exercised or done by the shareholders.

     4.10     COMPENSATION OF DIRECTORS: The Board, by the affirmative vote of a
majority of Directors in office and irrespective of any personal interest of any
of them, shall have authority to establish reasonable compensation of Directors
for services to the Corporation as Directors, officers or otherwise.

     4.11     EXECUTIVE COMMITTEES: The Board of Directors, by resolution
adopted by a majority of the entire Board, may appoint from among its members an
executive committee and one or more other committees, each of which shall have
one or more members. Each such committee shall have and may exercise all the
authority delegated to it by the Board, except that no such committee shall
make, alter or repeal any By-law of the Corporation; elect or appoint any
Director, or remove any officer or Director; submit to shareholders any action
that requires shareholders' approval; or amend or repeal any resolution
theretofore adopted by the Board which by its terms is amendable or repealable
only by the Board.

     Actions taken at a meeting of any such committee shall be reported to the
Board at its next meeting following such committee meeting; except that, when
the meeting of the Board is held within two days after the committee meeting,
such report shall, if not made at the first meeting, be made to the Board at its
second meeting following such committee meeting.

                                    ARTICLE V

                                    OFFICERS

     5.01     OFFICERS: The officers of the Corporation shall consist of a
President, a Secretary, a Treasurer, and, if desired, a Chairman of the Board,
one or more Vice Presidents, and such other officers as the Board deems
appropriate. The officers shall be elected by the Board of Directors at its
annual meeting and shall hold office for one year and until their successors are
elected and have qualified, subject to earlier termination by removal or
resignation. The Board may also choose such employees and agents as it shall
deem necessary, who shall hold their offices for such terms and shall have such
authority and shall perform such duties as from time to time shall be prescribed
by the Board.

     Unless otherwise provided by law, the Certificate of Incorporation or these
By-laws, any two or more offices may be held by the same person but no officer
shall execute, acknowledge, or verify any instrument in more than one capacity
if such instrument is required by law or by these By-laws to be executed,
acknowledged, or verified by two or more officers.

     5.02     SALARIES: The salaries of all officers, employees and agents of
the Corporation shall be fixed by the Board of Directors.

                                      - 8 -


     5.03     REMOVAL: Any officer elected or appointed by the Board of
Directors may be removed by the Board with or without cause. An officer elected
by the shareholders may be removed, with or without cause, only by vote of the
shareholders but his authority to act as an officer may be suspended by the
Board for cause.

     5.04     PRESIDENT: The President shall be the chief executive officer of
the Corporation; he/she shall preside at all meetings of the shareholders and
Directors; he/she shall have general and active management of the business of
the Corporation, shall see that all orders and resolutions of the Board are
carried into effect, subject, however, to the right of the Directors to delegate
any specific powers, except such as may be by statute exclusively conferred on
the President, or to any other officer or officers of the Corporation. He/she
shall execute bonds, mortgages and other contracts requiring a seal, under the
seal of the Corporation. He/she shall be EX-OFFICIO a member of all committees,
and shall have the general powers and duties of supervision and management
usually vested in the office of President of the Corporation. He/she shall
present a report of the condition of the business of the Corporation at each
annual meeting of the shareholders and the Board of Directors.

     5.05     VICE-PRESIDENT: The Vice President, if one has been appointed,
shall be vested with all the powers and be required to perform all the duties of
the President in his/her absence or refusal to act. He/she shall also exercise
such powers and perform such duties as may be properly delegated by the
President or the Board of Directors.

     5.06     CHAIRMAN OF THE BOARD: The Chairman of the Board, if one has been
appointed, shall exercise such powers and perform such duties as shall be
provided in the resolution proposing that a Chairman of the Board be elected.

     5.07     SECRETARY: The Secretary shall keep full minutes of all meetings
of the shareholders and Directors; he/she shall be EX-OFFICIO Secretary of the
Board of Directors; he/she shall attend all sessions of the Board, shall act as
clerk thereof, and record all votes and the minutes of all proceedings in a book
to be kept for that purpose; and shall perform like duties for the standing
committees when required. He/she shall give or cause to be given, notices of all
meetings of the shareholders of the Corporation and the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he/she shall be.

     5.08     CHIEF FINANCIAL OFFICER: The Chief Financial Officer shall keep,
or cause to be kept, the books and records of account of the Corporation. The
Chief Financial Officer shall deposit all monies and other valuables in the name
and to the credit of the Corporation with such depositories as may be designated
from time to time by resolution of the Board of Directors. He or she shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, shall render to the President and the Board, whenever they request
it, an account of all of his transactions as Chief Financial Officer and of the
financial condition of the Corporation, and shall have such other powers and
perform such other duties as may be prescribed from time to time by the Board or
as the President may from time to time delegate.

     5.09     TREASURER: The Treasurer shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation, and shall
deposit all moneys and other

                                      - 9 -


valuable effects in the name and to the credit of the Corporation, in such
depositories as may be designated by the Board of Directors. He/she shall
disburse the funds of the Corporation as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the President and
Directors, at the regular meetings of the Board, or whenever they may require
it, an account of all his/her transactions as Treasurer and of the financial
condition of the Corporation, and shall submit a full financial report at the
annual meeting of the shareholders.

     5.10     ASSISTANT SECRETARY OR ASSISTANT TREASURER: Any Assistant
Secretary or Assistant Treasurer, if one has been appointed, shall be vested
with all the powers and be required to perform all the duties of the Secretary
or Treasurer, respectively, in his/her absence or refusal to act. He/she shall
also exercise such powers and perform such duties as may be properly delegated
by the President or the Board of Directors.

                                   ARTICLE VI

                                    VACANCIES

     6.01     DIRECTORS: Any directorship  not filled at the annual meeting, any
vacancy, however caused, occurring in the Board, and newly created directorships
resulting from an increase in the authorized number of Directors, may be filled
by the affirmative vote of a majority of the remaining Directors even though
less than a quorum of the Board, or by a sole remaining Director. A Director so
elected by the Board shall hold office until his successor shall have been
elected and qualified. If, for any reason, the Corporation shall at any time
have no Directors then in office, any shareholder may call a special meeting of
shareholders for the election of Directors and, over his/her signature, shall
give notice of such meeting in accordance with these By-laws.

     6.02     OFFICERS: Any vacancy occurring among the officers, however
caused, shall be filled by the Board of Directors.

     6.03     RESIGNATIONS: Any Director or other officer may resign by written
notice to the Corporation. The resignation shall be effective upon receipt
thereof by the Corporation or at such subsequent time as shall be specified in
the notice of resignation.

                                   ARTICLE VII

                               SHARE CERTIFICATES

     7.01     CERTIFICATES: The share certificates of the Corporation shall be
in such form as the Board of Directors may from time to time prescribe and shall
be numbered consecutively and registered in the transfer records of the
Corporation as they are issued. When issued, they shall bear the holder's name,
the number of shares, the date of issue, and shall be signed by the President of
the Corporation. The Share certificates may also be countersigned by the
Secretary of the Corporation and may be sealed with the corporate seal or a
facsimile thereof. Any or all signatures upon a certificate may be a facsimile.

                                     - 10 -


     7.02     UNCERTIFICATED SHARES: The Board of Directors may provide that
some or all of the shares of any class or series shall be represented by
uncertificated shares. Within a reasonable time after the issuance or transfer
of uncertificated shares, the Corporation shall send to the registered owner
thereof a written notice containing the information required to be set forth or
stated on certificates as provided in Chapter 7 of the Act.

     7.03     TRANSFER OF SHARES: Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, and cancel the old certificate. Every such transfer
shall be entered on the transfer book of the Corporation which shall be kept at
its principal office. No transfer shall be made within fifteen days next
preceding the annual meeting of shareholders.

     7.04     FRACTIONAL SHARES. The Corporation may, but shall not be required
to, issue certificates for fractions of a share where necessary to effect
authorized transactions, or the Corporation may pay in cash the fair value of
fractions of a share as of the time when those entitled to receive such
fractions are determined, or it may issue scrip in registered or bearer form
over the manual or facsimile signature of an officer of the Corporation or of
its agent, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a shareholder except as therein
provided.

     7.05     LOSS OF CERTIFICATES: In the event that a share certificate shall
be lost, destroyed or mutilated, a new certificate may be issued therefor upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.

                                  ARTICLE VIII

                               BOOKS AND ACCOUNTS

     8.01     RECORDS: The Corporation shall keep books and records of account
and minutes of the proceedings of the shareholders, Board of Directors and
executive committee, if any. Such books, records and minutes may be kept outside
this State. The Corporation shall keep at its principal office, its registered
office, or at the office of its transfer agent, a record or records containing
the names and addresses of all shareholders, the number, class and series of
shares held by each and the dates when they respectively became the owners of
record thereof. Any of the foregoing books, minutes or records may be in written
form or in any other form capable of being converted into readable form within a
reasonable time.

     8.02     INSPECTION: Any person who shall have been a shareholder of record
of the Corporation for at least six months immediately preceding his demand, or
any person holding, or so authorized in writing by the holders of, at least five
percent of the outstanding shares of any class or series, upon at least five
days written demand shall have the right for any proper purpose to examine in
person or by agent or attorney, during usual business hours, the minutes of the
proceedings of the shareholders and record of shareholders and to make extracts
therefrom at the places where the same are kept.

                                     - 11 -


                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

     9.01     MONETARY DISBURSEMENTS: All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

     9.02     FISCAL YEAR: The Board of Directors shall be authorized to choose
the initial fiscal year of the Corporation, and to change that fiscal year from
time to time.

     9.03     DIVIDENDS: The Board of Directors may declare and pay dividends
upon the outstanding shares of the Corporation from time to time and to such
extent as they deem advisable, in the manner and upon the terms and conditions
provided by statute and the Certificate of Incorporation.

     9.04     RESERVE: Before payment of any dividend there may be set aside
such sum or sums as the Directors, from time to time in their absolute
discretion, think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Directors shall think conducive to
the interests of the Corporation, and the Directors may abolish any such reserve
in the manner in which it was created.

     9.05     GIVING NOTICE: Whenever written notice is required to be given to
any person, it may be given to such person, either personally or by sending a
copy thereof through the mail. If notice is given by mail, the notice shall be
deemed to be given when deposited in the mail addressed to the person to whom it
is directed at his last address as it appears on the records of the Corporation,
with postage pre-paid thereon. Such notice shall specify the place, day and hour
of the meeting and, in the case of a shareholders' meeting, the general nature
of the business to be transacted.

     In computing the period of time for the giving of any notice required or
permitted by statute, or by the Certificate of Incorporation or these By-laws or
any resolution of Directors or shareholders, the day on which the notice is
given shall be excluded, and the day on which the matter noticed is to occur
shall be included.

     9.06     LOANS TO DIRECTORS, OFFICERS OR EMPLOYEES: The Corporation may
lend money to, or guarantee any obligation of, or otherwise assist, any
Director, officer or employee of the Corporation or of any subsidiary, whenever
it may reasonably be expected to benefit the Corporation.

     9.07     DISALLOWED COMPENSATION: Any payments made to an officer or
employee of the Corporation as salary, commission, bonus, interest or rent,
which shall be disallowed in whole or in part as a deductible expense by the
Internal Revenue Service, shall be reimbursed by such officer or employee to the
Corporation to the full extent of such disallowance. It shall be the duty of the
Directors, as a Board, to enforce payment of each such amount disallowed. In
lieu of payment by the officer or employee, subject to the determination of the
Directors, proportionate

                                     - 12 -


amounts may be withheld from his future compensation payments until the amount
owed to the Corporation has been recovered.

                                    ARTICLE X

                                   AMENDMENTS

     10.01    AMENDMENTS: The Board of Directors shall have the power to adopt,
amend and repeal these By-laws, but By-laws adopted by the Board may be amended
or repealed, and new By-laws may be made, by the affirmative vote of a majority
of the holders of the voting power of all of the then outstanding shares of
capital stock entitled to vote generally in the election of Directors.
Furthermore, the shareholders may prescribe that any By-law made by them shall
not be altered, amended or repealed by the Board of Directors.

                                   ARTICLE XI

                          INDEMNIFICATION AND INSURANCE

     11.01    INDEMNIFICATION: Every person who was or is a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or a person of whom he is the legal representative is or was
a Director or officer of the Corporation or is or was serving at the request of
the Corporation or for its benefit as a Director or officer of another
Corporation, or as a representative in another enterprise, shall be indemnified
and held harmless to the fullest extent permissible under and pursuant to any
procedure specified in the Act, as amended from time to time, against all
expenses, liabilities and losses (including attorneys' fees, judgments, fines
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
him in connection therewith. Such right of indemnification shall be a contract
that may be enforced in any manner desired by such person. Such right of
indemnification shall not be exclusive of any right which such Directors,
officers or representatives may have or hereafter acquire and, without limiting
the generality of such statement, they shall be entitled to their respective
rights of indemnification under any agreement, vote of shareholders, provision
of law or otherwise, as well as their rights hereunder.

     11.02    INSURANCE: The Board of Directors may cause the Corporation to
purchase and maintain insurance on behalf of any person who is or was a Director
or officer of the Corporation or is or was serving at the request of the
Corporation as a Director or officer of another Corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the Corporation would
have the power to indemnify such person.

                                    ********

                                     - 13 -



                                                                    Exhibit 3.64

                                                                          PAGE 1

                                    DELAWARE
                              --------------------
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "KTI NEW JERSEY FIBERS, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE SEVENTEENTH DAY OF AUGUST, A.D.
1998, AT 4:30 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


[SEAL]

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

2934318  8100H                                AUTHENTICATION: 1782894

020316616                                               DATE: 05-17-02



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 08/17/1998
                                                          981322749 - 2934318

                          CERTIFICATE OF INCORPORATION

                                       OF

                           KTI NEW JERSEY FIBERS, INC.
                                      *****

l.   The name of the corporation is KTI NEW JERSEY FIBERS, INC.

2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

3.   The nature of the business or purposes to be conducted or promoted is:

 To engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

4.   The total number of shares of stock which the corporation shall have
authority to issue is 1500 each without par value.

5.   The name and mailing address of each incorporator is as follows:

NAME                      MAILING ADDRESS
- ----                      ---------------

Robert E. Wetzel          7000 Boulevard East, Guttenburg, NJ 07093

6.   The corporation is to have perpetual existence.

DEL. - 0042 - 10/21/94

                                        1



I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hands this 17th day of August, 1998.


                                                Robert E. Wetzel
                                                ----------------
                                                Robert E. Wetzel
                                                Sole Incorporator

DEL. - 0042 - 10/21/94

                                        2



                                                                    Exhibit 3.65
                                     BY-LAWS

                                       OF

                           KTI NEW JERSEY FIBERS, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation
may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Stockholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors or upon the request in writing of the
stockholders owning a majority in amount of the entire stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Stockholders
shall be limited to the purposes stated in the notice. Unless otherwise required
by statute, written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less than



ten, nor more than sixty, days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each stockholder entitled to vote at the
Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By-Laws, any
question brought before any Meeting of Stockholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
stockholder represented at a Meeting of Stockholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy, but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the Officer of the
Corporation presiding at a Meeting of Stockholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a stockholder so demands at the election and before the voting begins.

     SECTION 6. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
stockholders who have not consented.

     SECTION 7. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least ten days before every Meeting of Stockholders, a
complete list of the stockholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of stockholders maintained
by the Corporation for convenience of reference, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be open to inspection of any stockholder, for any purpose germane
to the Meeting during ordinary business hours, for a period of at least ten days
prior to the Meeting, either at a place

                                        2


within the city where the Meeting is to be held, which place shall be specified
in the notice of the Meeting, or if not specified, at the place where the
Meeting will be held. The list shall also be produced and kept at the time and
place of the Meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present. The list shall be prima facie
evidence as to who are the stockholders entitled to examine such list or to vote
in person or by proxy at any Meeting of Stockholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Stockholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by a
plurality of the votes cast at Annual Meetings of Stockholders. Any Director may
resign at any time upon notice to the Secretary of the Corporation. Directors
need not be stockholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. Any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Stockholders' Meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Stockholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Stockholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (f) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A stockholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Stockholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a stockholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of stockholders at the
Annual Meeting of Stockholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the stockholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

                                        4


shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Each committee, having more than one Director as a member
shall elect a Director on such committee as the Chairperson of such committee.
Any committee, to the extent allowed by statute and as expressly provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that no committee shall have the power to
declare dividends, to elect or remove Officers, or to authorize the issue of any
class of stock of the Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.

SECTION 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

                                        5


     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good-faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the stockholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws, The Officers of the Corporation need

                                        6


not be stockholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed
in the name of and on behalf of the Corporation by the Chief Executive
Officer, the Chairman, the Chief Operating Officer, any Vice Chairman, the
President, the Chairman of the Executive Committee, any Senior Vice President
or any Vice President and any such Officer may, in the name of and on behalf
of the Corporation, take all such action as any such Officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and power incident
to the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Stockholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the stockholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular-meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

                                        9


     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Stockholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Delaware, the name
of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws. Transfers of stock shall be
made on the books of the

                                       10


Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any Meeting of Stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a Meeting of Stockholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such Director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION I. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors

                                       11


at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares, of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Stockholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                    Exhibit 3.66

                                                                          PAGE 1

                                    DELAWARE
                              ---------------------
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "KTI OPERATIONS, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF JULY, A.D.
1988, AT 10 O'CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


[SEAL]

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

2167931  8100H                                          AUTHENTICATION:  1782913

020316637                                                         DATE: 05-17-02



                                                          [ILLEGIBLE]
                                                          FILED
                                                          JUL 28 1988  10AM
                                                          /s/ [ILLEGIBLE]
                                                              SECRETARY OF STATE

                          CERTIFICATE OF INCORPORATION

                                       OF

                              KTI OPERATIONS, INC.

     FIRST: The name of the Corporation in KTI Operations, Inc.

     SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, in the County of New Castle. The name of its registered agent at
that address is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware as set forth in Title 8 of the Delaware Code (the "GCL").

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares and each such share is to have a par
value of $l.00.

     FIFTH: The initial board of directors of the corporation shall consist of
four directors, and the names and addresses of the persons who will serve as
such directors are as follows.

                                         Gerald L. Kuhr
                                         Two Beacon Lane
                                         Cape Elizabeth, Maine 04107

                                         Nicholas Menonna, Jr.
                                         28 Mountain View Road
                                         Cresskill, NJ 07626

                                         Martin J. Sergi
                                         17 North Ridge Road
                                         Denville, NJ 07834



                                         Anthony R. Buonaguro
                                         70 Takolusa Drive
                                         Holmdel, NJ 07733

     SIXTH: The name and mailing address of the sole incorporator is as follows:

                NAME                      MAILING ADDRESS
                ----                      ---------------

         William P. O'Sullivan            c/o KTI Energy, Inc.
                                          7000 Boulevard East
                                          Guttenberg, NJ 07093

     SEVENTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

     (1)  The business and affairs of the Corporation shall be managed by or
          under the direction of the Board of Directors.

     (2)  The directors shall have concurrent power with the stockholders to
          make, alter, amend, change, add to or repeal the By-Laws of the
          Corporation.

     (3)  The number of directors of the Corporation shall be as from time to
          time fixed by, or in the manner provided in, the By-Laws of the
          Corporation. Election of directors need not be by written ballot
          unless the By-Laws so provide.

     (4)  In addition to the powers and authority hereinbefore or by statute
          expressly conferred upon them, the directors are hereby empowered to
          exercise all such powers and do all such acts and things as may be
          exercised or done by the Corporation, subject, nevertheless, to the
          provisions of the statutes of Delaware, this Certificate of
          Incorporation, and any By-Laws adopted by the stockholders; provided,
          however, that no By-Laws hereafter adopted by the stockholders shall
          invalidate any prior act of the directors which would have been valid
          if such By-Laws had not been adopted.

                                       (2)


     EIGHTH: Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

     NINTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the GCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of the GCL order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.

     TENTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or thereafter prescribed by statute, and all the rights conferred upon
stockholders herein are granted subject to this reservation.

                                       (3)


     ELEVENTH: The directors of the Corporation shall not have personal
liability to the Corporation or its shareholders for monetary damages for breach
of their fiduciary duty as directors except that this provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of GCL or (iv) for any
transaction from which the director derived an improper personal benefit.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the GCL, do make this
Certificate, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true, and accordingly have hereunto set my hand
this [ILLEGIBLE] day of July, 1988.

                                         /s/ William P. O'Sullivan
                                         -------------------------
                                         William P. O'Sullivan
                                         Sole Incorporator

                                       (4)



                                                                    Exhibit 3.67

                                     BY-LAWS

                                       OF

                              KTI OPERATIONS, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Stockholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors or upon the request in writing of the
stockholders owning a majority in amount of the entire stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Stockholders
shall be limited to the purposes stated in the notice. Unless otherwise required
by statute, written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less than



ten, nor more than sixty, days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each stockholder entitled to vote at the
Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By-Laws, any
question brought before any Meeting of Stockholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
stockholder represented at a Meeting of Stockholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy, but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the Officer of the
Corporation presiding at a Meeting of Stockholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a stockholder so demands at the election and before the voting begins.

     SECTION 6. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
stockholders who have not consented.

     SECTION 7. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least ten days before every Meeting of Stockholders, a
complete list of the stockholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of stockholders maintained
by the Corporation for convenience of reference, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be open to inspection of any stockholder, for any purpose germane
to the Meeting during ordinary business hours, for a period of at least ten days
prior to the Meeting, either at a place

                                        2


within the city where the Meeting is to be held, which place shall be specified
in the notice of the Meeting, or if not specified, at the place where the
Meeting will be held. The list shall also be produced and kept at the time and
place of the Meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present. The list shall be prima facie
evidence as to who are the stockholders entitled to examine such list or to vote
in person or by proxy at any Meeting of Stockholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Stockholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by a
plurality of the votes cast at Annual Meetings of Stockholders. Any Director may
resign at any time upon notice to the Secretary of the Corporation. Directors
need not be stockholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. Any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Stockholders' Meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Stockholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Stockholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (f) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A stockholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Stockholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a stockholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of stockholders at the
Annual Meeting of Stockholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the stockholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more; the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

                                        4


shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Each committee, having more than one Director as a member
shall elect a Director on such committee as the Chairperson of such committee.
Any committee, to the extent allowed by statute and as expressly provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that no committee shall have the power to
declare dividends, to elect or remove Officers, or to authorize the issue of any
class of stock of the Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.

     SECTION 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

                                        5


     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the stockholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need

                                        6


not be stockholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Stockholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the stockholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal front office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

                                        9


     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Stockholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Delaware, the name
of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws. Transfers of stock shall be
made on the books of the

                                       10


Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any Meeting of Stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a Meeting of Stockholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such Director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors

                                       11


at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Stockholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                    Exhibit 3.68

                                 STATE OF MAINE

                                     [LOGO]

                      DEPARTMENT OF THE SECRETARY OF STATE

     I, THE SECRETARY OF STATE OF MAINE, CERTIFY that according to the
provisions of the Constitution and Laws of the State of Maine, the Department of
the Secretary of State is the legal custodian of the Great Seal of the State of
Maine which is hereunto affixed and that the paper to which this is attached is
a true copy from the records of this Department.


[SEAL]

                                        IN TESTIMONY WHEREOF, I have caused the
                                        Great Seal of the State of Maine to be
                                        hereunto affixed. Given under my hand at
                                        Augusta, Maine, June 17.2002.


                                                   /s/ Dan Gwadosky
                                             ------------------------------
                                                     DAN GWADOSKY
                                                  SECRETARY OF STATE



[SEAL]

                                 STATE OF MAINE

       CERTIFICATE OF ORGANIZATION OF A CORPORATION UNDER THE GENERAL LAW

The undersigned, officers of a corporation organized at Biddeford, in the
County of York and State of Maine at a meeting of the signers of the articles of
agreement therefor, duly called and held at the office of Simon Spill, Esqin
the City of Biddeford on the first day of October, A.D. 1948, hereby certify
as follows:

The name of said corporation is I, Zaitlin and Sons, Inc.


The purposes of said corporation are:

     FIRST: To engage in buying and selling, and otherwise acquire, sell, store,
lease, and deal in all scrap material, junk, iron metal, rubber, rags, books,
paper, new and used cars, new and used automobile parts and accessories,
gasoline, oil, tires, and all other merchandise and commodities of whatsoever
nature and character.

     SECOND: To buy, hold, own, sell, hire, lease, mortgage, pledge and
otherwise deal in and dispose of real estate, and to erect, manage, care for and
maintain, extend and own buildings thereon.

     THIRD: To do any and all things that may be deemed necessary or proper
pertaining to the conduct of the aforesaid businesses, and to have and to
exercise all the rights, powers, and privileges that may be exercised by
corporations formed under the general laws of the State of Maine.



The amount of capital stock is  Fifty Thousand ($50,000) Dollars

The amount of common stock is  all

The amount of preferred stock is  none

The amount of capital stock already paid in is none

The par value of the shares is   one hundred ($100) Dollars

The names and residences of the owners of said shares are as follows:



                                             NO. OF SHARES
      NAMES             RESIDENCES       --------------------
                                         COMMON     PREFERRED
- -------------------------------------------------------------
                                    
  Isaac Zaitlin     Biddeford, Maine      1

  Joseph Zaitlin    Biddeford, Maine      1

  Ethel Zaitlin     Biddeford, Maine      1




Said corporation is located at Biddeford, Maine

in the County of York

The number of directors is three and their names are:

     Isaac Zaitlin, Joseph Zaitlin and Ethel Zaitlin

The name of the Clerk is    Simon Spill

and his residence is      Biddeford, Maine

The undersigned,           Isaac Zaitlin         is president;

the undersigned,           Joseph Zaitlin        is treasurer;

and the undersigned,

              Issac Zaitlin, Joseph Zaitlin and Ethel Zaitlin

are a majority of the directors of said corporation.

Witness our hands this first day of October  A.D. 1948.


                                          Isaac Zaitlin            President.
                                  -----------------------------

                                          Joseph Zaitlin           Treasurer.
                                  -----------------------------

                                          Isaac Zaitlin
                                  -----------------------------

                                          Joseph Zaitlin
                                  -----------------------------

                                          Ethel Zaitlin
                                  -----------------------------
                                                                   Directors.
                                  -----------------------------

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

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

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

     County of York, as October 1, A.D. 1948.

Then personally appeared

                            Isaac Zaitlin, Joseph Zaitlin and Ethel Zaitlin and
severally made oath to the foregoing certificate, that the same is true.

     Before me,

                                                               Simon Spill
                                                    ----------------------------
                                                           Justice of the Peace.

                                 STATE OF MAINE

Attorney General's Office, October 18, A.D. 1948.

I hereby certify that I have examined the foregoing certificate, and the same is
properly drawn and signed, and is conformable to the constitution and laws of
the State.

                                                           Abraham Breitbard
                                                    ----------------------------
                                                        Deputy Attorney General.



COPY

                              A TRUE COPY OF RECORD

                              ATTEST: /s/ John G. Smith
                                      -----------------
                                               REGISTER:

                               NAME OF CORPORATION

I. Zaitlin and Sons, Inc.

YORK as, Registry of Deeds
Received OCT 20 1948 19 at 9 H., - M., A. M., and recorded in Vol. 19 Page 121

Attest:

John G. Smith Register.

                                                           STATE OF MAINE
                                                    OFFICE OF SECRETARY OF STATE
                                                        AUGUSTA, OCT 27, 1948
                                                    RECEIVED AND FILED THIS DAY.
                                                        ATTEST:

                                                        /s/ Paul A. MacDonald
                                                    ----------------------------
                                                       DEPUTY SECRETARY OF STATE
                                                    RECORDED IN VOL. 133 PAGE 70



                                                           THIS SPACE FOR USE BY
                                                            SECRETARY OF STATE
                                                                   MAINE
                                                            SECRETARY OF STATE
                                                                   FILED

                                                               MAY 29, 1975

                                                              /s/ [ILLEGIBLE]
                                                          ----------------------
                                                                   AGENT

19480038 D   1910000084625

FILED 05 29 1975  CLRK

     FEE PAID $5.00

     C.B. 75C1919

     DATE 5-30-75

                                 STATE OF MAINE

                               CHANGE OF CLERK OR
                            REGISTERED OFFICE OR BOTH

                                       OF

                            I. Zaitlin and Sons, Inc.

Pursuant to 13-A MRSA Section 304 the undersigned corporation advises you of the
following change(s):

     FIRST: The name and business address of its present clerk are Simon Spill,
13 Crescent Street, Biddeford, Maine 04005
- --------------------------------------------------------------------------------
                       (street, city, state and zip code)

     SECOND: The name and business address of its successor clerk* are Louis
Spill, 13 Crescent Street, Biddeford, Maine 04005
- --------------------------------------------------------------------------------
                       (street, city, state and zip code)

     THIRD: Upon a change in clerk this must be completed:

            / / Such change was authorized by the board of directors and the
                power to make such change is not reserved to the shareholders by
                the articles or the bylaws.

            /X/ Such change was authorized by the shareholders. (Complete the
                following)

            I certify that I have custody of the minutes showing the above
     action by the shareholders.


                                                    /s/ Louis Spill
                                       -----------------------------------------
                                       (clerk, secretary or assistant secretary)

Dated: May 28, 1975
                                               I. Zaitlin and Sons, Inc.      **
                                       -----------------------------------------
                                                 (name of corporation)

                                       By /s/ Louis Spill
                                         ---------------------------------------
     Legibly print or type name           Louis Spill, Clerk
     and capacity of all signers           (type or print name and capacity)
     13-A MRSA Section 104.
                                      By
                                         ---------------------------------------

                                       -----------------------------------------
                                           (type or print name and capacity)

- ----------
     * The clerk of a domestic corporation must be a person resident in Maine.
       The business address of the clerk and the registered office must be
       identical
    ** The name of the corporation should be typed, and the document must be
       signed by (1) the Clerk or (2) by the President or a vice-president and
       by the Secretary or an assistant secretary or such other officer as the
       bylaws may designate as a second certifying officer or (3) if there are
       no such officers, then by a majority of the directors or by such
       directors as may be designated by a majority of directors then in office
       or (4) if there are no such directors, then by the holders, or such of
       them as may be designated by the holders, of record of a majority of all
       outstanding shares entitled to vote thereon or (5) by the holders of all
       of the outstanding shares of the corporation.

FORM NO. MBCA-3



                                                           THIS SPACE FOR USE BY
                                                            SECRETARY OF STATE

                                                                   MAINE
                                                            SECRETARY OF STATE
                                                                   FILED

                                                                MAY 6, 1982

                                                              /s/ [ILLEGIBLE]
                                                          ----------------------
                                                            SECRETARY OF STATE
                                                                  AGENT

19480038 D   1910000084624

FILED 05 06 1982  CLRO

     FEE PAID $5.00

     C.B. 821368 C

     DATE 5-13-82

                                 STATE OF MAINE

                               CHANGE OF CLERK OR
                            REGISTERED OFFICE OR BOTH

                                       OF

                            I. ZAITLIN AND SONS, INC.

Pursuant to 13-A MRSA Section 304 the undersigned corporation advises you of the
following change(s):

     FIRST:   The name and registered office of the clerk appearing on the
record in Secretary of State's office

            Louis Spill, 13 Crescent Street, Biddeford, Maine 04005
- --------------------------------------------------------------------------------
                       (street, city, state and zip code)

     SECOND:  The name and registered office of its successor (new) clerk* are
          Edwin A. Heisler, 465 Congress Street, Portland, Maine 04101
- --------------------------------------------------------------------------------
                       (street, city, state and zip code)

     THIRD:   Upon a change in clerk this must be completed:

              / / Such change was authorized by the board of directors and the
                  power to make such change is not reserved to the shareholders
                  by the articles or the bylaws.

              /X/ Such change was authorized by the shareholders. (Complete the
                  following)

                    I certify that I have custody of the minutes showing the
above action by the shareholders.


                                              /s/ Edwin A. Heisler, Clerk
                                       -----------------------------------------
                                          (Signature of new clerk, secretary
                                                or assistant secretary)

Dated: April 29, 1982
                                               I. Zaitlin and Sons, Inc.      **
                                       -----------------------------------------
                                                  (name of corporation)

     MUST BE COMPLETED                 By /s/ Edwin A. Heisler
                                         ---------------------------------------
     Legibly print or type name                      (signature)
     and capacity of all signers
     13-A MRSA Section 104.                      Edwin A. Heisler, Clerk
                                       -----------------------------------------
                                           (type or print name and capacity)

                                       By
                                         ---------------------------------------
                                                     (signature)

                                       -----------------------------------------
                                           (type or print name and capacity)

- ----------
 * The clerk of a domestic corporation must be a person resident in Maine.
** The name of the corporation should be typed, and the document must be signed
   by (1) the Clerk OR (2) by the President or a vice-president and by the
   Secretary or an assistant secretary or such other officer as the bylaws may
   designate as a second certifying officer or (3) if there are no such
   officers, then by a majority of the directors or by such directors as may be
   designated by a majority of directors then in office or (4) if there are no
   such directors, then by the holders, or such of them as may be designated by
   the holders, of record of a majority of all outstanding shares entitled to
   vote thereon or (5) by the holders of all of the outstanding shares of the
   corporation.

FORM NO. MBCA-3-Rev. 77



                                               FOR USE BY THE SECRETARY OF STATE
                                                            FILED

                                                          April 28, 1992

                                                          /s/ [ILLEGIBLE]
                                               ---------------------------------
                                                   DEPUTY SECRETARY OF STATE

                                                   A TRUE COPY WHEN ATTESTED
                                                          BY SIGNATURE


                                               ---------------------------------
                                                   DEPUTY SECRETARY OF STATE

19480038 D   1910000274107

FILED 04 28 1992  CHNG

FEE PAID $35.00

C.B.  ----

DATE MAY 1 1992

                                 STATE OF MAINE

                              ARTICLES OF AMENDMENT

                           (AMENDMENT BY SHAREHOLDERS
                              VOTING AS ONE CLASS)

           Pursuant to 13-A MRSA Sections 805 and 807, the undersigned
                 corporation adopts these Articles of Amendment:

     FIRST:   All outstanding shares were entitled to vote on the following
              amendment as ONE class.

     SECOND:  The amendment set out in Exhibit A attached was adopted by the
              shareholders (Circle one)

              A.  at a meeting legally called and held on, OR
              B.  by unanimous written consent on December 13, 1991

     THIRD:   Shares outstanding and entitled to vote and shares voted for and
              against said amendment were:



                   Number of Shares Outstanding       NUMBER          NUMBER
                       and Entitled to Vote          Voted For     Voted Against
                   ----------------------------      ---------     -------------
                                                                  
                               32.5                    32.5             -0-


     FOURTH:  If such amendment provides for exchange, reclassification or
              cancellation of issued shares, the manner in which this shall be
              effected is contained in Exhibit B attached if it is not set forth
              in the amendment itself.

     FIFTH:   (Complete if Exhibits do not give this information.)  If the
              amendment changes the number or par values of authorized shares,
              the number of shares the corporation has authority to issue
              thereafter is as follows:



              Class    Series (If Any)   Number of Shares   Par Value (If Any)
              -----    ---------------   ----------------   ------------------
                                                   
              N/A


     The aggregate par value of all such shares (of all classes and series)
     HAVING PAR VALUE is $_______________. The total number of all such shares
     (of all classes and series) WITHOUT PAR VALUE is___________________ shares.

     SIXTH:   Address of the registered office in Maine:
              465 Congress St., Portland, ME 04101
              ---------------------------------------------
                          (street, city and zip code)

  MUST BE COMPLETED FOR VOTE OF                I. Zaitlin and Sons, Inc.
          SHAREHOLDERS                ------------------------------------------
                                       (Name of Corporation - Typed or Printed)

  I certify that I have custody       By* /s/ Edwin A. Heisler
  of the minutes showing the             ---------------------------------------
  above action by the shareholders.

                                             Edwin A. Heisler, Clerk
                                       -----------------------------------------
/s/ Edwin A. Heisler  Clerk               (type or print name and capacity)
- -------------------------------
(signature of clerk, secretary         By*
or asst. secretary)                       --------------------------------------
                                                      (signature)

Dated: March 30, 1992                  -----------------------------------------
                                           (type or print name and capacity)

*  In addition to any certification of custody of minutes this document MUST be
   signed by (1) the CLERK OR (2) the PRESIDENT or a vice-president AND the
   SECRETARY, an assistant secretary or other officer the bylaws designate as
   second certifying officer OR (3) if no such officers, a majority of the
   DIRECTORS or such directors designated by a majority of directors then in
   office OR (4) if no directors, the holders, or such of them designated by the
   HOLDERS, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
   thereon OR (5) the HOLDERS OF ALL OUTSTANDING SHARES.

NOTE: This form should not be used if any class of shares is entitled to vote as
a separate class for any of the reasons set out in Section 806, or because the
articles so provide. For vote necessary for adoption see Section 805.

FORM NO. MBCA-9 Rev. 80



                                    EXHIBIT A

                                       TO

                            I. ZAITLIN AND SONS, INC.

                              ARTICLES OF AMENDMENT

     The Board of Directors is authorized to increase or decrease the number of
directors. The minimum number shall be one (1) director and the maximum number
shall be seven (7) directors, (13-A M.R.S.A Section 703 1 A and 2), but the
minimum number of directors shall not be less than the number of shareholders
when there are fewer than three shareholders.


                                   Filing Fee $20.00 for each corporation listed

                                        File No. 19480038 D Pages 3
              DOMESTIC                  Fee Paid $ 20.00
        BUSINESS CORPORATION            DCN 1970381300018 RO
                                                FILED
           STATE OF MAINE                   02/03/1997

                                                    /s/ Gary Cooper
       NOTIFICATION BY CLERK                   ----------------------------
         OF CHANGE IN NAME                      Deputy Secretary of State
        OR REGISTERED OFFICE
                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE


                                                 -------------------------
                                                 Deputy Secretary of State

Pursuant of 13-A MRSA Section 304.6, the undersigned clerk gives notice of
change of clerk's name and/or registered office of each corporation LISTED IN
ITEM FIFTH:

FIRST:     Name of clerk* appearing on the record in Secretary of State's Office
           Edwin A. Heisler

SECOND:    New name of clerk, if name has changed

THIRD:     Address of former registered office:

           465 Congress Street, Portland, Maine 04101
           ---------------------------------------------------------------------
                          (street, city, state and zip code)

FOURTH:    Address of new registered office:

           511 Congress Street, Portland,  Maine 04101
           ---------------------------------------------------------------------
           (physical location - street (not P.O. Box), city, state and zip code)

           511 Congress Street, P.O. Box 9711, Portland,  Maine 04104-5011
           ---------------------------------------------------------------
                       (mailing address if different from above)

FIFTH      Notice of the above change(s) has been sent to the following
           corporations of which the undersigned in clerk:

           SEE EXHIBIT A ATTACHED HERETO
           _____________________________________________________________________

           _____________________________________________________________________

           _____________________________________________________________________

           _____________________________________________________________________

           _____________________________________________________________________

           _____________________________________________________________________

           /X/ Names of additional corporations attached hereto as Exhibit A,
               and made a part hereof.



DATED January 30, 1997                               /s/ Edwin A. Heisler
                                                --------------------------------
                                                      (clerk's signature)

                                                      Edwin A. Heisler, Clerk
                                                --------------------------------
                                                      (type or print name)


NOTE: This form is NOT used to change the clerk from one person to another.

- ----------
* The clerk of a domestic corporation must be a natural person resident in
  Maine.

  SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                               101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                              TEL. (207) 287-4195

FORM NO. MBCA-3B REV. 96



                                                                Edwin A. Heisler
                                                             Profit Corporations

                                    EXHIBIT A

A Special Place, Inc.
Bay Street Ventures, Inc.
Bonnie Auto Sales
Carpetland, Inc.
Clean-O-Rama
Colonial Offset Printing, Inc.
Doris Homer Real Estate, Inc.
DR Management, Inc.
Eagle Tours, Inc.
Gilbert & Genthner, Inc.
Green Bough Corporation
The Grey Gull, Inc.
Hawk Aviation Corporation
Hefflefinger, Inc.
Hurd Lumber Company, Inc.
Iver C. Neilson, M.D., P.A.
I. Zaitlin and Sons, Inc.
Jetport Gas & Convenience Store, Inc.
John S. Dyhrberg, M.D., P.A.
Kendrick Technology Corporation
Kevmer Corporation
Madeline Mattson Realty, Inc.
Maine Pediatric Surgical Associates
Management Research Group, Inc.
Master Service, Inc.
Moxy Ledge Corporation
MSM Enterprises, LTD
Multi Concept Management, Inc.
North Star Realty & Development Corp.
Noyes Tire Co.
Orthopaedic and Sports Physical Therapy Associates, P.A.
Pine Tree Veterinary Hospital
Portdoug, Inc.
Portland Professional Sports Academy
Restaurants, Inc.
Richardson & Troubh



[LOGO]

                                          Filing Fee $20.00
                                          File No. 19480038  Pages 2
                   DOMESTIC                   Fee Paid $  20.00
             BUSINESS CORPORATION         DCN 1980291500014     CLRO
                                                    FILED
                STATE OF MAINE                   01/28/1998

                                                   /s/ [ILLEGIBLE]
        CHANGE OF CLERK ONLY or CHANGE        -------------------------
        OF CLERK AND REGISTERED OFFICE        Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

I. Zaitlin and Sons, Inc.
- --------------------------------                 -------------------------
  (Name of Corporation)                          Deputy Secretary of State


Pursuant to 13-A MRSA Section 304, the undersigned corporation executes and
delivers for filing the following change(s):

FIRST:     The name and registered office of the clerk appearing on the record
           in the Secretary of State's office:

           Edwin A. Heisler
           ---------------------------------------------------------------------
                                     (name)

           511 Congress Street, Portland, Maine 04101
           ---------------------------------------------------------------------
                       (street, city, state and zip code)


SECOND:    The name and registered office of the successor (new) clerk, who must
           be a Maine resident:

           Bradley W. Hughes
           ---------------------------------------------------------------------
                                     (name)

           110 Main Street, Suite 1308, Saco, Maine 04072
           ---------------------------------------------------------------------
           (physical location - street (not P.O. Box), city, state and zip code)

           --------------------------------------------------------------------
                      (mailing address if different from above)


THIRD:     Upon a change in clerk this must be completed:

              / / Such change was authorized by the board of directors and the
                  power to make such change is not reserved to the shareholders
                  by the articles or the bylaws.

              /X/ Such change was authorized by the shareholders.



DATED December 23, 1997                *By /s/ Bradley W. Hughes
                                           -------------------------------------
  MUST BE COMPLETED FOR VOTE OF                       (signature)
          SHAREHOLDERS
                                           Bradley W. Hughes, Clerk
                                           -------------------------------------
                                            (type or print name and capacity)
  I certify that I have custody
  of the minutes showing the           *By /s/ Samuel M. Zaithin
  above action by the shareholders.        -------------------------------------
                                                      (signature)

/s/ [ILLEGIBLE]

                                           Samuel M. Zaithin, President
/s/ Bradley W. Hughes                      -------------------------------------
- -------------------------------              (type or print name and capacity)
(signature of clerk, secretary
or asst. secretary)


THE FOLLOWING SHALL BE COMPLETED BY THE CLERK UNLESS THIS DOCUMENT IS
ACCOMPANIED BY FORM MBCA-18A (Section 304.2-A.).

The undersigned hereby accepts the appointment as clerk for the above named
domestic business corporation.

CLERK                                                    DATED December 23, 1997

/s/ Bradley W. Hughes                     Bradley W. Hughes
- -------------------------------         ----------------------------------------
        (signature)                                (type or print name)


- ----------
*This document MUST be signed by (1) the NEW CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

    SUBMIT COMPLETED FORMS TO:  CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME  04333-0101
                                           TEL. (207) 287-4195

FORM NO. MBCA-3 REV. 9/97



                                          Minimum Fee $80 (See Section 1401
             BUSINESS CORPORATION         sub-Section 19)

                STATE OF MAINE            File No. 19480038 D Pages 7

       (MERGER OF DOMESTIC AND FOREIGN    Fee Paid $ 80.00
              CORPORATIONS)               DCN 1981141200004   MERG
                                                   FILED
              ARTICLES OF MERGER                04/23/1998

KTI RECYCLING OF NEW ENGLAND, INC.
A corporation organized under the                     /s/ [ILLEGIBLE]
laws of DELAWARE                                -------------------------
                                                Deputy Secretary of State
                   INTO

I. ZAITLIN AND SONS, INC.                 A True Copy When Attested By Signature
A corporation organized under the
laws of MAINE

Pursuant of 13-A MRSA Section 906,               ---------------------------
the preceding corporations adopt                  Deputy Secretary of State
these Articles of Merger:

FIRST:     The laws of the State(s) of DELAWARE, under which the foreign
           corporation is organized, permit such merger.

SECOND:    The name of the surviving corporation is KTI RECYCLING OF NEW
           ENGLAND, INC.; and it is to be governed by the laws of the State of
           MAINE.

THIRD:     The plan of merger is set forth in Exhibit I attached hereto and made
           a part hereof.

FOURTH:    As to each participating domestic corporation, the shareholders of
           which voted on such plan of merger, the number of shares outstanding
           and the number of shares entitled to vote on such plan, and the
           number of such shares voted for and against the plan, are as follows:



             Name of         Number of Shares  Number of Shares    NUMBER        NUMBER
           Corporation         Outstanding     Entitled to Vote   Voted for   Voted Against
           -----------       ----------------  ----------------   ---------   -------------
                                                                        
  I. ZAITLIN AND SONS, INC.       97.5               97.5           97.5            -0-


FIFTH:     If the shares of any class were entitled to vote as a class, the
           designation and number of the outstanding shares of each such class,
           and the number of shares of each such class voted for and against the
           plan, are as follows:



             Name of           Designation       Number of Shares     NUMBER         NUMBER
           Corporation          of class           Outstanding       Voted for    Voted Against
           -----------         -----------       ----------------    ---------    -------------
                                                                          
  I. ZAITLIN AND SONS, INC.      COMMON                                               -0-


SIXTH:


(ME. - 2335 - 10/23/96)



SEVENTH:   The address of the registered office of the surviving corporation in
           the State of Maine is* _____________________________
           110 MAIN STREET, SUITE 1380, SACO, MAINE 04072
          ----------------------------------------------------------------------
                           (street, city and zip code)

           The address of the registered office of the merged corporation in the
           State of Maine is* ________________________________
           110 MAIN STREET, SUITE 1308, SACO, MAINE 04072
          ----------------------------------------------------------------------
                           (street, city and zip code)

EIGHTH:    Effective date of the merger (if other than date of filing of
           Articles) is 4/30/98

           (NOT TO EXCEED 60 DAYS FROM DATE OF FILING OF THE ARTICLES)

DATED  APRIL 17, 1998                           I. ZAITLIN AND SONS, INC.
                                            ------------------------------------
                                            (participating domestic corporation)

  MUST BE COMPLETED FOR VOTE OF         **By   /s/ Samuel M. Zaitlin
        SHAREHOLDERS                        ------------------------------------

                                                       (signature)
  I certify that I have custody
   of the minutes showing the                   SAMUEL M. ZAITLIN, PRESIDENT
above action by the shareholders.           ------------------------------------
                                              (type or print name and capacity)
I. ZAITLIN AND SONS, INC.
- --------------------------------
     (name of corporation)              **By   /s/ Robert E. Wetzel
                                            ------------------------------------
/s/ Robert E. Wetzel                                   (signature)
- -------------------------------
(signature of clerk, secretary                 ROBERT E. WETZEL, SECRETARY
or asst. secretary)                         ------------------------------------
                                              (type or print name and capacity)


DATED_________________                        KTI RECYCLING OF NEW ENGLAND, INC.
                                            -----------------------------------
  MUST BE COMPLETED FOR VOTE OF                  (participating corporation)
          SHAREHOLDERS
                                        **By   /s/ Martin J. Sergi
  I certify that I have custody             ------------------------------------
   of the minutes showing the                          (signature)
  above action by the shareholders.
                                                MARTIN J. SERGI, PRESIDENT
                                            ------------------------------------
                                              (type or print name and capacity)
KTI RECYCLING OF NEW JERSEY, INC.
- ---------------------------------
     (name of corporation)              **By   /s/ Robert E. Wetzel
                                             -----------------------------------
/s/ Robert E. Wetzel                                   (signature)
- -------------------------------
(signature of secretary                         ROBERT E. WETZEL, SECRETARY
or)                                          -----------------------------------
                                             (type or print name and capacity)

NOTE: If a foreign corporation is the survivor of this merger, see Section 906.4
and Section 908.3 as to whether Form MBCA-10Ma is required.

*Give address of registered office in Maine. If the corporation does not have a
registered office in Maine, the address given should be the principal or
registered office in the State of incorporation.

- ----------
**This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

  SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                             101 STATE HOUSE STATION, AUGUSTA, ME  04333-0101
                                          TEL. (207) 287-4195

FORM NO. MBCA-10C    REV. 96



                                 PLAN OF MERGER

                                       OF

                       KTI RECYCLING OF NEW ENGLAND, INC.

                                      INTO

                            I. ZAITLIN AND SONS, INC.

     Pursuant to 13-A MRSA Section 906, the undersigned corporations hereby
execute the following Certificate of Merger.

                                   ARTICLE ONE

     KTI Recycling of New England, Inc., a corporation organized and existing
under the laws of the State of Delaware shall be merged into I. Zaitlin and
Sons, Inc., a corporation organized and existing under the laws of the State of
Maine, which is hereinafter designated as the surviving corporation and hereby
changes it's name to KTI Recycling of New England, Inc.

     The address of the surviving corporation's registered office is 100 Main
Street, Suite 1308, Saco, Maine 04072 and the name of its registered agent at
such address is Bradley W. Hughes.

     The total authorized capital stock of the surviving corporation shall be
130 shares, itemized by classes, par value of shares, shares without par value
of shares, shares without par value, and series, if any, within a class as
follows:



Class      Series     Number of Shares    Par Value Per Share
           (if any)                       or statement shares are without par
                                          value

                                   
Common     None           130               $ 100.00 Par Value




                                   ARTICLE TWO

The following plan of merger was approved by each of the undersigned
corporations in the manner prescribed by the

     The name of the surviving corporation shall be changed to KTI Recycling of
New England, Inc.

     The by-laws of I. Zaitlin and Sons, Inc. shall remain and be the by-laws of
the corporation which shall survive the merger until the same shall be altered
or amended according to the provisions thereof and in the manner permitted by
the statues of the State of Maine, or by this certificate.

     The following amendments shall be made to the Certificate of Incorporation
of I. Zaitlin and Sons, Inc.

     The first annual meeting of the shareholders of the corporation which shall
survive the merger, to be held after the effective date of the merger, shall be
the annual meeting provided, or to be provided, by the by-laws of the said
corporation, for the year 1998.

     All persons, who at the date when the Certificate of Merger shall become
effective, shall be the executive or administrative officers of KTI Recycling of
New England, Inc., shall be and will remain like officers of the corporation
which shall survive the merger until the board of directors of such corporation
shall elect their respective successors.

     The chairman of the board, or the president or a senior vice-president of
each of the corporations, parties to this merger, shall sign this certificate on
behalf of their respective corporations. This certificate shall then be
submitted to the shareholders of each of the corporation's parties hereto, at a
meeting thereof, separately called and held for the purpose of considering and
taking action upon the proposed merger. At each such meeting this merger shall
be considered and a vote taken thereon in the manner prescribed by 13-A MRSA
Section 906.

     A meeting of the board of directors of the corporation which shall survive
this merger shall be held as soon as practicable after the date on which this
merger shall become effective and may be called in the manner provided in the
by-laws of the corporation which shall survive the merger for the calling of
special meeting of the board of directors and may be held at the time and place
specified in the notice of the meeting.

     The corporation which shall survive the merger shall pay all expenses of
carrying this agreement into effect and of accomplishing this merger.

     When the merger shall have become effective, all and singular, the rights,
privileges, powers and franchises of each of the corporation, parties to this
merger, whether of a public or a private nature, and all property, real personal
and mixed, and all debts due to each of said corporations, on whatever account
as well for stock subscriptions as all other things in action or belonging to
either of the said corporations shall be vested in the corporation which shall
survive this merger; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as effectually
the property of the corporation which shall survive this merger as they were of
the



corporations, parties hereto, and the title to any real or personal property,
whether by deed or otherwise, vested in each of the corporations, parties
hereto, shall not revert or be in any way unimpaired by reason hereof; provided,
however, that all rights of creditors and all liens upon any property of each of
the corporations, parties hereto, shall be preserved unimpaired, limited in lien
to the property affected by such liens immediately prior to the time of the said
merger, and all debts, liabilities and duties of KTI Recycling of New England,
Inc. shall thenceforth attach to the corporation which shall survive this merger
and may be enforces against it to the same extent as if said debts, liabilities
and duties had been incurred or contracted by it.

     It at any time the corporation which shall survive the merger shall
consider or be advised that any further assignment for assurances in law or any
things are necessary or desirable to vest in the said corporation, according to
the terms hereof, the title to any property or rights of KTI Recycling of New
England, Inc. the Proper Officers and Directors of said KTI Recycling of New
England, Inc. shall and will execute and make all such proper assignments and
assurances in law and so all things necessary or proper to vest title in such
proper assignments and assurances in law and do all things necessary or proper
to vest title in such property or rights in the corporation which shall survive
the merger and otherwise to carry out the purposes of this Certificate of
Merger.

                                  ARTICLE THREE

     As to each corporation whose shareholders are entitled to vote, the number
of shares entitled to vote, and the number and designation of the shares of any
class or series entitled to vote as a class, are:



        Name of Corporation                Total     Designation of each     No. of Shares
                                         Number of     Class or Series      Entitled to Vote
                                          Shares      Entitled to Vote        of each such
                                        Entitled to      as a Class          Class or Series
                                           Vote          (if any)               (if any)

                                                                        
I. Zaitlin and Sons, Inc.                  97.5           Common                  97.5
KTI Recycling of New England, Inc.        1,500           Common                 1,500




                                  ARTICLE FOUR

     As to each corporation whose shareholders are entitled to vote, the number
of shares voted for and against the plan respectively, and the number of shares
of any class entitled to vote as a class that voted for and against the plan,
are:



        Name of Corporation             Total       Total        Class      Shares     Shares
                                        Shares      Shares                  Voted      Voted
                                        Voted       Voted                    For      Against
                                         For       Against
                                                                          
I. Zaitlin and Sons, Inc.                97.5          0         Common      97.5        0
KTI Recycling of New England, Inc.      1,500          0         Common     1,500        0


The date or dates of approval by the shareholders of each corporation of the
plan of merger is (are):

Corporation; I. Zaitlin and Sons, Inc. date of shareholder approval:
April 17, 1998

Corporation: KTI Recycling of New England, Inc. date of shareholder approval:
April 17, 1998

                                  ARTICLE FIVE

     The plan of merger was approved by the board of directors of

     I. Zaitlin and Sons, Inc., the surviving corporation.



                                   ARTICLE SIX


     The effective date of this certificate shall be April 30, 1998.

IN WITNESS WHEREOF each of the undersigned corporations has caused this
Certificate of Merger to be executed in its name by its President, as of the
17th day of April, 1998.


                                              I. Zaitlin and Sons, Inc.


                                              By: /s/ Samuel M. Zaitlin
                                                  -----------------------------
                                                  SAMUEL M. ZAITLIN, President


                                              KTI Recycling of New England, Inc.


                                              By: /s/ Martin J. Sergi
                                                  -----------------------------
                                                  MARTIN J. SERGI, President



                                                     FILE NO. 19480038 D PAGES 1
                                                     FEE PAID $ 0
                                                     DCN 1982391400020  DOTR
                                                               FILED
                                                             27-AUG-98

KTI RECYCLING OF NEW ENGLAND, INC.


                                              August 26, 1998


Corporate Examining Section
Secretary of State
101 State House Station
Augusta, Maine 04333-0101

Re:  American Ash Recycling of New England, Inc., change of name to KTI Ash
Recycling of New England Limited Partnership

Dear Sir or Madam:

     We recently submitted a change of legal name for the above-named entity
which was rejected because of the similarity of the proposed name to KTI
Recycling of New England, Inc.

     I am writing in my capacity as an officer of KTI Recycling of New England,
Inc. to inform you that there is a connection between the two entities. KTI
Recycling of New England, Inc. is a subsidiary of KTI, Inc. KTI Specialty Waste
Services, Inc., the general partner of American Ash Recycling of New England,
Ltd., is also a subsidiary of KTI, Inc. The two entities are therefore
controlled by the same parent.

     KTI Recycling of New England, Inc. has no objection to the use of the name
KTI Ash Recycling of New England Limited Partnership by the entity now known as
American Ash Recycling of New England, Ltd.

                                                     Very truly yours,


                                                     /s/ Bradley W. Hughes
                                                     ---------------------------
                                                     Bradley W. Hughes
                                                     Clerk


                               MINIMUM FEE $80 (See Section 1401 Sub-Section 19)

                                    File No. 19480038 D Pages 6
                                    Fee Paid $ 80
                                    DCN 1983211300009 MERG
                                    --------FILED---------------
                                         04-NOV-98

                                           /s/ [ILLEGIBLE]
                                     ----------------------------
                                      Deputy Secretary of State

                                  A TRUE COPY WHEN ATTESTED BY SIGNATURE


                                     ----------------------------
                                      Deputy Secretary of State


             BUSINESS CORPORATION
                STATE OF MAINE
(MERGER OF DOMESTIC AND FOREIGN CORPORATIONS)
              ARTICLES OF MERGER

VEL-A-TRAN Recycling, Inc.
A corporation organized under the laws of  Massachusetts

                    INTO

KTI Recycling of New England, Inc.
A corporation organized under the laws of Maine

Pursuant to 13-A MRSA Section 906, the preceding corporations adopt these
Articles of Merger:

FIRST:    The laws of the State(s) of Massachusetts, under which the foreign
          corporation(s) is (are) organized, permit such merger.

SECOND:   The name of the surviving corporation is KTI Recycling of New England,
          Inc. and it is to be governed by the laws of the State of Maine.

THIRD:    The plan of merger is set forth in Exhibit I attached hereto and made
          a part hereof.

FOURTH:   As to each participating domestic corporation, the shareholders of
          which voted on such plan of merger, the number of shares outstanding
          and the number of shares entitled to vote on such plan, and the number
          of such shares voted for and against the plan, are as follows:



                      Name of      Number of Shares    Number of Shares       NUMBER          NUMBER
                    Corporation      Outstanding       Entitled to Vote     Voted For      Voted Against
                    -----------    ----------------    ----------------     ---------      -------------
                                                                               
  KTI Recycling of
  New England, Inc.                     97.5                 97.5             97.5             -0-


FIFTH:    If the shares of any class were entitled to vote as a class, the
          designation and number of the outstanding shares of each such class,
          and the number of shares of each class voted for and against the plan,
          are as follows:



                      Name of      Number of Shares    Number of Shares       NUMBER          NUMBER
                    Corporation      Outstanding       Entitled to Vote     Voted For      Voted Against
                    -----------    ----------------    ----------------     ---------      -------------
                                                                               
  KTI Recycling of
  New England, Inc.                     97.5                 97.5             97.5             -0-


 (INCLUDE THE FOLLOWING PARAGRAPH IF THE MERGER WAS AUTHORIZED WITHOUT THE VOTE
   OF THE SHAREHOLDERS OF THE SURVIVING CORPORATION. OMIT IF NOT APPLICABLE.)


SIXTH:



                            Number of Shares Outstanding     Number of Shares to Be Issued
          Designation      Immediately Prior to Effective     Or Delivered Pursuant to the
           of Class                Date of Merger                        Merger
          -----------      ------------------------------    -----------------------------
                                                       





SEVENTH:  The address of the registered office of the surviving corporation in
          the State of Maine is* 110 Main Street,
          Suite 1308, Saco, Maine 04072
          ---------------------------------------------------------------------
                       (street, city, state and zip code)

          The address of the registered office of the merged corporation in the
          State of Maine is*  110 Main Street,
          Suite 1308, Saco, Maine 04072
          ---------------------------------------------------------------------
                       (street, city, state and zip code)

EIGHTH:   Effective date of the merger (if other than date of filing of
          Articles) is November 17, 1998

           (NOT TO EXCEED 60 DAYS FROM DATE OF FILING OF THE ARTICLES)

DATED  October 30, 1998                     KTI Recycling of New England, Inc.
                                           -------------------------------------
                                            (participating domestic corporation)

  MUST BE COMPLETED FOR VOTE OF         **By   /s/ Martin J. Sergi
          SHAREHOLDERS                      ------------------------------------
                                                       (signature)

  I certify that I have custody                Martin J. Sergi, President
   of the minutes showing the               ------------------------------------
 above action by the shareholders.           (type or print name and capacity)

KTI Recycling of New England, Inc.      **By   /s/ Robert E. Wetzel
- ----------------------------------           -----------------------------------
     (name of corporation)                             (signature)

See signature at right

                      Secretary                Robert E. Wetzel, Secretary
- --------------------------------             -----------------------------------
 (signature of clerk, secretary               (type or print name and capacity)
      or asst. secretary)

DATED  October 30, 1998                     VEL-A-TRAN, Inc.
                                            -----------------------------------
                                            (participating domestic corporation)

  MUST BE COMPLETED FOR VOTE OF         **By   /s/ Ross Pirasteh
          SHAREHOLDERS                      ------------------------------------
                                                       (signature)

  I certify that I have custody                Ross Pirasteh, Chairman
   of the minutes showing the               ------------------------------------
 above action by the shareholders.            (type or print name and capacity)


   VEL-A-TRAN Recycling, Inc.           **By   /s/ Robert E. Wetzel
- ---------------------------------            -----------------------------------
     (name of corporation)                             (signature)

                      Secretary                Robert E. Wetzel, Secretary
- --------------------------------             -----------------------------------
 (signature of clerk, secretary               (type or print name and capacity)
      or asst. secretary)

NOTE: If a foreign corporation is the survivor of this merger, see Section 906.4
and Section 908.3 as to whether Form MBCA-10Ma is required.

*Give address of registered office in Maine. If the corporation does not have a
registered office in Maine, the address given should be the principal or
registered office in the State of incorporation.

- ----------
** This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

     SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                            TEL.(207) 287-4195

FORM NO. MBCA-10C Rev.96



                                 Plan of Merger

                                       of

                           Vel-A-Tran Recycling, Inc.

                                      into

                       KTI Recycling of New England, Inc.

     Pursuant to 13-A MRSA Section 906, the undersigned corporations hereby
execute the following Certificate of Merger.

                                   ARTICLE ONE

     Vel-A-Tran Recycling, Inc., a corporation organized and existing under the
laws of the State of Massachusetts shall be merged into KTI Recycling of New
England, Inc., a corporation organized and existing under the laws of the State
of Maine, which is hereinafter designated as the surviving corporation.

     The address of the surviving corporation's registered office is 110 Main
Street, Suite 1308, Saco, Maine 04072 and the name of its registered agent at
such address is Bradley W. Hughes.

     The total authorized capital stock of the surviving corporation shall be
130 shares, itemized by classes, par value of shares, shares without par value
of shares, shares without par value, and series, if any, within a class as
follows:



Class         Series        Number of Shares   Par Value Per Share
              (if any)                         or statement shares are without par
                                               value
                                      
Common        None               130           $100.00 Par Value


                                   ARTICLE TWO

The following plan of merger was approved by each of the undersigned
corporations in the manner prescribed by law, the certificates of incorporation
and the by-laws of each corporation.

     The name of the surviving corporation is KTI Recycling of New England, Inc.

     The by-laws of KTI Recycling of New England, Inc. shall remain and be the
by-laws of the corporation which shall survive the merger until the same shall
be altered or amended according to the provisions thereof and in the manner
permitted by the statues of the State of Maine, or by this certificate.



     The following amendments shall be made to the Certificate of Incorporation
of KTI Recycling of New England, Inc.

     The first annual meeting of the shareholders of the corporation which shall
survive the merger, to be held after the effective date of the merger, shall be
the annual meeting provided, or to be provided, by the by-laws of the said
corporation, for the year 1999.

     All persons, who at the date when the Certificate of Merger shall become
effective, shall be the executive or administrative officers of KTI Recycling of
New England, Inc., shall be and will remain like officers of the corporation
which shall survive the merger until the board of directors of such corporation
shall elect their respective successors.

     The chairman of the board, or the president or a senior vice-president of
each of the corporations, parties to this merger, shall sign this certificate on
behalf of their respective corporations. This certificate shall then be
submitted to the shareholders of each of the corporation's parties hereto, at a
meeting thereof, separately called and held for the purpose of considering and
taking action upon the proposed merger. At each such meeting this merger shall
be considered and a vote taken thereon in the manner prescribed by 13-A MRSA
Section 906.

     A meeting of the board of directors of the corporation which shall survive
this merger shall be held as soon as practicable after the date on which this
merger shall become effective and may be called in the manner provided in the
by-laws of the corporation which shall survive the merger for the calling of
special meeting of the board of directors and may be held at the time and place
specified in the notice of the meeting.

     The corporation which shall survive the merger shall pay all expenses of
carrying this agreement into effect and of accomplishing this merger.

     When the merger shall have become effective, all and singular, the rights,
privileges, powers and franchises of each of the corporation, parties to this
merger, whether of a public or a private nature, and all property, real personal
and mixed, and all debts due to each of said corporations, on whatever account
as well for stock subscriptions as all other things in action or belonging to
either of the said corporations shall be vested in the corporation which shall
survive this merger; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as effectually
the property of the corporation which shall survive this merger as they were of
the corporations, parties hereto, and the title to any real or personal
property, whether by deed or otherwise, vested in each of the corporations,
parties hereto, shall not revert or be in any way unimpaired by reason hereof;
provided, however, that all rights of creditors and all liens upon any property
of each of the corporations, parties hereto, shall be preserved unimpaired,
limited in lien to the property affected by such liens immediately prior to the
time of the said merger, and all debts, liabilities and duties of Vel-A-Tran
Recycling, Inc. shall thenceforth attach to the corporation which shall survive
this merger and may be enforces against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it.

     If, at any time the corporation which shall survive the merger shall
consider or be advised that any further assignment for assurances in law or any
things are necessary or desirable to vest in the



said corporation, according to the terms hereof, the title to any property or
rights of Vel-A-Tran Recycling, Inc. the Proper Officers and Directors of said
Vel-A-Tran Recycling, Inc. shall and will execute and make all such proper
assignments and assurances in law and so all things necessary or proper to vest
title in such proper assignments and assurances in law and do all things
necessary or proper to vest title in such property or rights in the corporation
which shall survive the merger and otherwise to carry out the purposes of this
Certificate of Merger.

                                  ARTICLE THREE

     As to each corporation whose shareholders are entitled to vote, the number
of shares entitled to vote, and the number and designation of the shares of any
class or series entitled to vote as a class, are:



        Name of Corporation               Total        Designation of each         No. of Shares
                                        Number of        Class or Series          Entitled to Vote
                                         Shares       Entitled to Vote as a         of each such
                                       Entitled to        Class (if any)        Class or Series (if
                                          Vote                                         any)
                                                                              
KTI Recycling of New England, Inc.        97.5                Common                   97.5
Vel-A-Tran Recycling, Inc.                 100                Common                    100


                                  ARTICLE FOUR

     As to each corporation whose shareholders are entitled to vote, the number
of shares voted for and against the plan respectively, and the number of shares
of any class entitled to vote as a class that voted for and against the plan,
are:



        Name of Corporation             Total    Total     Class       Shares    Shares
                                        Shares   Shares                Voted     Voted
                                        Voted    Voted                  For      Against
                                         For    Against
                                                                    
KTI Recycling of New England, Inc.      97.5       0       Common      97.5        0
Vel-A-Tran Recycling, Inc.               100       0       Common       100        0




The date of approval by the shareholders of each corporation of the plan of
merger is:

Corporation:  KTI Recycling of New England, Inc.   date of shareholder approval:
October 30,1998

Corporation:  Vel-A-Tran Recycling, Inc. date of shareholder approval:
October 30,1998

                                  ARTICLE FIVE

     The plan of merger was approved by the board of directors of KTI Recycling
of New England, Inc., the surviving corporation.

                                  ARTICLE SIX

     The effective date of this certificate shall be November 17, 1998.

IN WITNESS WHEREOF each of the undersigned corporations has caused this
Certificate of Merger to be executed in its name by its President, as of the
30th day of October, 1998.

                                   KTI Recycling of New England, Inc.


                                   By:  /s/ Martin J. Sergi
                                        ---------------------------------------
                                        Martin J. Sergi, President


                                   Vel-A-Tran Recycling, Inc.


                                   By:  /s/ Robert E. Wetzel
                                        ---------------------------------------
                                        Robert E. Wetzel, Senior Vice President



                                  FILING FEE $20.00

                                       File No. 19480038 D Pages 2
                                       Fee Paid $ 20
                                       DCN 2011441800110 CLRO
                                       -----FILED---------------------
                                          05/15/2001

                                            /s/ [ILLEGIBLE]
                                            -------------------------------
                                               Deputy Secretary of State

                                       A TRUE COPY WHEN ATTESTED BY SIGNATURE


                                            ---------------------------------
                                               Deputy Secretary of State


           DOMESTIC
     BUSINESS CORPORATION

        STATE OF MAINE

 CHANGE OF CLERK ONLY OR CHANGE
 OF CLERK AND REGISTERED OFFICE


 KTI Recycling of New England, Inc.
- ------------------------------------
       (Name of Corporation)


Pursuant to 13-A MRSA Section 304, the undersigned corporation executes and
delivers for filing the following change(s):

FIRST:    The name and registered office of the clerk appearing on the record
          in the Secretary of State's office:

          Bradley W. Hughes
          ----------------------------------------------------------------------
                                        (name)

          c/o KTI, Inc. 110 Main Street, Suite 1308, Saco, Maine 04072
          ----------------------------------------------------------------------
                           (street, city, state and zip code)

SECOND:   The name and registered office of the sucessor (new) clerk, who must
          be a Maine resident:

          Peter B. Webster
          ----------------------------------------------------------------------
                                        (name)

                     One Portland Square, Portland, Maine 04101
          ----------------------------------------------------------------------
          (physical location - street (not P.O. Box), city, state and zip code)


          ----------------------------------------------------------------------
                       (mailing address if different from above)

THIRD:    Upon a change in clerk this must be completed:

                 /X/ Such change was authorized by the board of directors and
                     the power to make such change is not reserved to the
                     shareholders by the articles or the bylaws.

                 / / Such change was authorized by the shareholders.



Dated May 7, 2001         *By  /s/ John W. Casella
                               -------------------------------------------------
                                                 (signature)

                               John W. Casella, President
                               -------------------------------------------------
                                       (type or print name and capacity)

                          *By  /s/ Jerry S. Cifor
                               -------------------------------------------------
                                                 (signature)

                               Jerry S. Cifor, Treasurer, 2nd certifying officer
                               -------------------------------------------------
                                        (type or print name and capacity)

          MUST BE COMPLETED FOR VOTE
               OF SHAREHOLDERS
- -----------------------------------------------------
I certify that I have custody of the minutes showing
       the above action by the shareholders.


- -----------------------------------------------------
  (signature of clerk, secretary or asst. secretary)


THE FOLLOWING SHALL BE COMPLETED BY THE CLERK UNLESS THIS DOCUMENT IS
ACCOMPANIED BY FORM MBCA-18A (Section 304.2-A.).

The undersigned hereby accepts the appointment as clerk for the above-named
domestic business corporation.

CLERK                                    DATED     MAY 14, 2001

/s/ Peter B. Webster                     Peter B. Webster
- -------------------------------          ---------------------------------------
        (signature)                                (type or print name)

- ----------
*This document MUST be signed by
     (1) the NEW CLERK OR
     (2) the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't.
         sec., or a 2nd certifying officer OR
     (3) if no such officers, then a majority of the DIRECTORS OR
     (4) if no such directors, then the HOLDERS OF A MAJORITY OF ALL OUTSTANDING
         SHARES OR
     (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES.

     SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-3 Rev. 7/2000                          TEL. (207) 297-4195



                                                                    Exhibit 3.69

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                       KTI RECYCLING OF NEW ENGLAND, INC.



                          AMENDED AND RESTATED BY-LAWS

                                TABLE OF CONTENTS



                                                                         PAGE
                                                                      
ARTICLE I STOCKHOLDERS ....................................................1
 1.1       Place of Meetings...............................................1
 1.2       Annual Meeting..................................................1
 1.3       Special Meetings................................................1
 1.4       Notice of Meetings..............................................1
 1.5       Voting List.....................................................2
 1.6       Quorum..........................................................2
 1.7       Adjournments ...................................................2
 1.8       Voting and Proxies .............................................2
 1.9       Action at Meeting ..............................................2
 l.10      Conduct of Meetings ............................................3
 1.11      Action without Meeting..........................................3

ARTICLE II DIRECTORS ......................................................4
 2.1       General Powers .................................................4
 2.2       Number; Election and Qualification .............................4
 2.3       Enlargement of the Board .......................................4
 2.4       Tenure .........................................................4
 2.5       Vacancies ......................................................4
 2.6       Resignation ....................................................5
 2.7       Regular Meetings ...............................................5
 2.8       Special Meetings ...............................................5
 2.9       Notice of Special Meetings .....................................5
 2.10      Meetings by Conference Communications Equipment ................5
 2.11      Quorum .........................................................5
 2.12      Action at Meeting ..............................................6
 2.13      Action by Consent ..............................................6
 2.14      Removal.........................................................6
 2.15      Committees .....................................................6
 2.16      Compensation of Directors ......................................6

ARTICLE III OFFICERS.......................................................7
 3.1       Titles..........................................................7
 3.2       Election........................................................7
 3.3       Qualification...................................................7
 3.4       Tenure..........................................................7
 3.5       Resignation and Removal.........................................7
 3.6       Vacancies.......................................................7


                                       -i-


                                                                      
 3.7       Chairman of the Board...........................................8
 3.8       President; Chief Executive Officer..............................8
 3.9       Vice Presidents.................................................8
 3.10      Secretary and Assistant Secretaries.............................8
 3.11      Treasurer and Assistant Treasurers..............................9
 3.12      Salaries........................................................9

ARTICLE IV CAPITAL STOCK...................................................9
 4.1       Issuance of Stock...............................................9
 4.2       Certificates of Stock...........................................9
 4.3       Transfers......................................................10
 4.4       Lost, Stolen or Destroyed Certificates.........................10
 4.5       Record Date....................................................10

ARTICLE V GENERAL PROVISIONS..............................................11
 5.1       Fiscal Year....................................................11
 5.2       Corporate Seal.................................................11
 5.3       Waiver of Notice...............................................11
 5.4       Voting of Securities...........................................11
 5.5       Evidence of Authority..........................................12
 5.6       Certificate of Incorporation...................................12
 5.7       Transactions with Interested Parties...........................12
 5.8       Severability...................................................12
 5.9       Pronouns.......................................................13

ARTICLE VI AMENDMENTS.....................................................13
 6.1       By the Board of Directors......................................13
 6.2       By the Stockholders............................................13



                                      -ii-


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                       KTI RECYCLING OF NEW ENGLAND, INC.


                                    ARTICLE I

                                  STOCKHOLDERS

     1.1    PLACE OF MEETINGS. All meetings of stockholders shall be held at
such place as may be designated from time to time by the Board of Directors, the
Chairman of the Board or the President or, if not so designated, at the
principal office of the corporation.

     1.2    ANNUAL MEETING. Unless directors are elected by consent in lieu of
an annual meeting, the annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly be
brought before the meeting shall be held during the month of March on a date and
at a time designated by the Board of Directors, the Chairman of the Board or the
President (which date shall not be a legal holiday in the place where the
meeting is to be held). If no annual meeting is held in accordance with the
foregoing provisions, a special meeting may be held in lieu of the annual
meeting, and any action taken at that special meeting shall have the same effect
as if it had been taken at the annual meeting, and in such case all references
in these By-laws to the annual meeting of the stockholders shall be deemed to
refer to such special meeting.

     1.3    SPECIAL MEETINGS. Special meetings of stockholders for any purpose
or purposes may be called at any time by the Board of Directors, the Chairman of
the Board or the President, but such special meetings may not be called by any
other person or persons. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.

     1.4    NOTICE OF MEETINGS. Except as otherwise provided by law, written
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and time of the meeting and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting. The notice of a special meeting
shall state, in addition, the purpose or purposes for which the meeting is
called. If notice is given by mail, such notice shall be deemed given when
deposited in the United States mail, postage prepaid,



directed to the stockholder at such stockholder's address as it appears on the
records of the corporation.

     1.5    VOTING LIST. The Secretary shall prepare, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. The list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

     1.6    QUORUM. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. A quorum, once established at a meeting,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum.

     1.7    ADJOURNMENTS. Any meeting of stockholders may be adjourned from time
to time to any other time and to any other place at which a meeting of
stockholders may be held under these By-laws by the stockholders present or
represented at the meeting and entitled to vote, although less than a quorum,
or, if no stockholder is present, by any officer entitled to preside at or to
act as secretary of such meeting. At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.

     1.8    VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder, unless
otherwise provided by law or the Certificate of Incorporation. Each stockholder
of record entitled to vote at a meeting of stockholders, or to express consent
or dissent to corporate action without a meeting, may vote or express such
consent or dissent in person or may authorize another person or persons to vote
or act for such stockholder by a proxy executed and delivered to the Secretary
of the corporation. No such proxy shall be voted or acted upon after six months
from the date of its execution, unless the proxy expressly provides for a longer
period.

     1.9    ACTION AT MEETING. When a quorum is present at any meeting, any
matter other than the election of directors to be voted upon by the stockholders
at such meeting shall be decided by the vote of the holders of shares of stock
having a majority of the votes cast by the holders of all of the shares of stock
present or represented and voting on such matter (or if there are two or more
classes of stock entitled to vote as separate classes, then in the case of each
such class, the holders of a majority of the stock of that class present or
represented and voting on such matter), except when a different vote is required
by law, the Certificate of Incorporation or these By-Laws. When a quorum is
present at any meeting, any election by stockholders of directors shall be
determined by a plurality of the votes cast on the election.

                                      - 2 -


     1.10   CONDUCT OF MEETINGS.

            (a)    CHAIRMAN OF MEETING. Meetings of stockholders shall be
presided over by the Chairman of the Board, if any, or in the Chairman's absence
by the Vice Chairman of the Board, if any, or in the Vice Chairman's absence by
the President, or in the President's absence by a Vice President, or in the
absence of all of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen by vote of
the stockholders at the meeting. The Secretary shall act as secretary of the
meeting, but in the Secretary's absence the chairman of the meeting may appoint
any person to act as secretary of the meeting.

            (b)    RULES, REGULATIONS AND PROCEDURES. The Board of Directors of
the corporation may adopt by resolution such rules, regulations and procedures
for the conduct of any meeting of stockholders of the corporation as it shall
deem appropriate. Except to the extent inconsistent with such rules, regulations
and procedures as adopted by the Board of Directors, the chairman of any meeting
of stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the corporation, their duly authorized
and constituted proxies or such other persons as shall be determined; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with the rules of parliamentary procedure.

     1.11   ACTION WITHOUT MEETING.

            (a)    TAKING OF ACTION BY CONSENT. Any action required or permitted
to be taken at any annual or special meeting of stockholders of the corporation
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted. Except as otherwise
provided by the Certificate of Incorporation, stockholders may act by written
consent to elect directors; provided, however, that, if such consent is less
than unanimous, such action by written consent may be in lieu of holding an
annual meeting only if all of the directorships to which directors could be

                                      - 3 -


elected at an annual meeting held at the effective time of such action are
vacant and are filled by such action,

            (b)    NOTICE OF TAKING OF CORPORATE ACTION. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing
and who, if the action had been taken at a meeting, would have been entitled to
notice of the meeting if the record date for such meeting had been the
date that written consents signed by a sufficient number of holders to take the
action were delivered to the corporation.

                                   ARTICLE II

                                    DIRECTORS

     2.1    GENERAL POWERS. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law, the
Certificate of Incorporation or these By-laws. In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board until the vacancy is filled.

     2.2    NUMBER; ELECTION AND QUALIFICATION. The number of directors which
shall constitute the whole Board of Directors shall be determined from time to
time by resolution of the stockholders or the Board of Directors, but in no
event shall be less than one. The number of directors may be decreased at any
time and from time to time either by the stockholders or by a majority of the
directors then in office, but only to eliminate vacancies existing by reason of
the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote on such election. Directors need
not be stockholders of the corporation.

     2.3    ENLARGEMENT OF THE BOARD. The number of directors may be increased
at any time and from time to time by the stockholders or by a majority of the
directors then in office.

     2.4    TENURE. Each director shall hold office until the next annual
meeting and until a successor is elected and qualified, or until such director's
earlier death, resignation or removal.

     2.5    VACANCIES. Unless and until filled by the stockholders, any vacancy
in the Board of Directors, however occurring, including a vacancy resulting from
an enlargement of the Board, may be filled by vote of a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. A director elected to fill a vacancy shall be elected for the
unexpired term of such director's predecessor in office, and a director chosen
to fill a position resulting from an increase in the number of directors shall
hold office until the next

                                      - 4 -


annual meeting of stockholders and until a successor is elected and qualified,
or until such director's earlier death, resignation or removal.

     2.6    RESIGNATION. Any director may resign by delivering a resignation in
writing or by electronic transmission to the corporation at its principal office
or to the Chairman of the Board, the President or the Secretary. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some later time or upon the happening of some later event.

     2.7    REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall be determined from time to
time by the Board of Directors; provided that any director who is absent when
such a determination is made shall be given notice of the determination. A
regular meeting of the Board of Directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

     2.8    SPECIAL MEETINGS. Special meetings of the Board of Directors may be
held at any time and place designated in a call by the Chairman of the Board,
the President, two or more directors, or by one director in the event that there
is only a single director in office.

     2.9    NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be duly given to each
director (i) by giving notice to such director in person or by telephone at
least 24 hours in advance of the meeting, (ii) by sending a telegram or
delivering written notice by hand, to such director's last known business or
home address at least 48 hours in advance of the meeting, or (iii) by sending
written notice, via first-class mail or reputable overnight courier, to such
director's last known business or home address at least 72 hours in advance of
the meeting. A notice or waiver of notice of a meeting of the Board of Directors
need not specify the purposes of the meeting.

     2.10   MEETINGS BY CONFERENCE COMMUNICATIONS EQUIPMENT. Directors may
participate in meetings of the Board of Directors or any committee thereof by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such meeting.

     2.11   QUORUM. A majority of the total number of the whole Board of
Directors shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third of
the number of directors fixed pursuant to Section 2.2 of these By-laws
constitute a quorum. In the absence of a quorum at any such meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice other than announcement at the meeting, until a quorum shall be
present.

                                      - 5 -


     2.12   ACTION AT MEETING. At any meeting of the Board of Directors at which
a quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these By-laws.

     2.13   ACTION BY CONSENT. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent to the action in writing or by electronic transmission, and the written
consents and electronic transmissions are filed with the minutes of proceedings
of the Board or committee.

     2.14   REMOVAL. Any one or more or all of the directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors, except that the directors elected by the
holders of a particular class or series of stock may be removed without cause
only by vote of the holders of a majority of the outstanding shares of such
class or series.

     2.15   COMMITTEES. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of law, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the corporation to be
affixed to all papers which may require it. Each such committee shall keep
minutes and make such reports as the Board of Directors may from time to time
request. Except as the Board of Directors may otherwise determine, any committee
may make rules for the conduct of its business, but unless otherwise provided by
the directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these By-laws for the Board of
Directors.

     2.16   COMPENSATION OF DIRECTORS. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

                                      - 6 -


                                   ARTICLE III

                                    OFFICERS

     3.1    TITLES. The officers of the corporation shall consist of a
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors may determine, including a Chairman of the
Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant
Treasurers, and Assistant Secretaries. The Board of Directors may appoint such
other officers as it may deem appropriate.

     3.2    ELECTION. The President, Treasurer and Secretary shall be elected
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

     3.3    QUALIFICATION. No officer need be a stockholder. Any two or more
offices may be held by the same person.

     3.4    TENURE. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-laws, each officer shall hold office until such
officer's successor is elected and qualified, unless a different term is
specified in the resolution electing or appointing such officer, or until such
officer's earlier death, resignation or removal.

     3.5    RESIGNATION AND REMOVAL. Any officer may resign by delivering a
written resignation to the corporation at its principal office or to the Chief
Executive Officer or the Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some later time or upon the
happening of some later event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following such officer's resignation or removal, or any right to
damages on account of such removal, whether such officer's compensation be by
the month or by the year or otherwise, unless such compensation is expressly
provided in a duly authorized written agreement with the corporation.

     3.6    VACANCIES. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary. Each such successor shall hold office for the unexpired term of
such officer's predecessor and until a successor is elected and qualified, or
until such officer's earlier death, resignation or removal.

                                      - 7 -


     3.7    CHAIRMAN OF THE BOARD. The Board of Directors may appoint from its
members a Chairman of the Board. If the Board of Directors appoints a Chairman
of the Board, such Chairman shall perform such duties and possess such powers as
are assigned by the Board of Directors and, if the Chairman of the Board is also
designated as the corporation's Chief Executive Officer, shall have the powers
and duties of the Chief Executive Officer prescribed in Section 3.8 of these
By-laws. Unless otherwise provided by the Board of Directors, the Chairman of
the Board shall preside at all meetings of the Board of Directors and
stockholders.

     3.8    PRESIDENT; CHIEF EXECUTIVE OFFICER. Unless the Board of Directors
has designated the Chairman of the Board or another person as the corporation's
Chief Executive Officer, the President shall be the Chief Executive Officer of
the corporation. The Chief Executive Officer shall have general charge and
supervision of the business of the Corporation subject to the direction of the
Board of Directors. The President shall perform such other duties and shall have
such other powers as the Board of Directors and the Chief Executive Officer (if
the Chairman of the Board or another person is serving in such position) may
from time to time prescribe.

     3.9    VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe. In the event of the absence, inability or refusal
to act of the Chief Executive Officer, the President (if the President is not
the Chief Executive Officer), and then the Vice President (or if there shall be
more than one, the Vice Presidents in the order determined by the Board of
Directors), shall perform the duties of the Chief Executive Officer and when so
performing shall have all the powers of and be subject to all the restrictions
upon the Chief Executive Officer. The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.

     3.10   SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall perform
such duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the secretary, including without limitation the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary, the Assistant Secretary, (or if there shall be more than one,
the Assistant Secretaries in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

                                      - 8 -


     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the chairman of the meeting shall designate a
temporary secretary to keep a record of the meeting.

     3.11   TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned by the
Board of Directors or the Chief Executive Officer. In addition, the Treasurer
shall perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Treasurer, the Assistant Treasurer, (or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.

     3.12   SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                                   ARTICLE IV

                                  CAPITAL STOCK

     4.1    ISSUANCE OF STOCK. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any shares of the authorized capital stock of the
corporation held in the corporation's treasury may be issued, sold, transferred
or otherwise disposed of by vote of the Board of Directors in such manner, for
such lawful consideration and on such terms as the Board of Directors may
determine.

     4.2    CERTIFICATES OF STOCK. Every holder of stock of the corporation
shall be entitled to have a certificate, in such form as may be prescribed by
law and by the Board of Directors, certifying the number and class of shares
owned by such holder in the corporation. Each such certificate shall be signed
by, or in the name of the corporation by, the Chairman or Vice-Chairman, if any,
of the Board of Directors, or the President or a Vice President, and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation. Any or all of the signatures on the certificate may be a
facsimile.

                                      - 9 -


     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, these By-laws,
applicable securities laws or any agreement among any number of stockholders or
among such holders and the corporation shall have conspicuously noted on the
face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of each certificate representing shares of such
class or series of stock, provided that in lieu of the foregoing requirements
there may be set forth on the face or back of each certificate representing
shares of such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests a copy of the full
text of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

     4.3    TRANSFERS. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of these By-laws.

     4.4    LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may issue a
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.

     4.5    RECORD DATE. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of

                                     - 10 -


any change, conversion or exchange of stock, or for the purpose of any other
lawful action. Such record date shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 10 days after the date of
adoption of a record date for a consent without a meeting, nor more than 60 days
prior to any other action to which such record date relates.

     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. If no record date is fixed, the record date for determining
stockholders entitled to express consent to corporate action without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first consent is properly delivered to the corporation. If no record
date is fixed, the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating to such purpose.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                                    ARTICLE V

                               GENERAL PROVISIONS

     5.1    FISCAL YEAR. Except as from time to time otherwise designated by the
Board of Directors, the fiscal year of the corporation shall begin on the first
day of May of each year and end on the last day of April in each year.

     5.2    CORPORATE SEAL. The corporate seal shall be in such form as shall be
approved by the Board of Directors.

     5.3    WAIVER OF NOTICE. Whenever notice is required to be given by law,
by the Certificate of Incorporation or by these By-laws, a written waiver,
signed by the person entitled to notice, or a waiver by electronic transmission
by the person entitled to notice, whether before, at or after the time stated in
such notice, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     5.4    VOTING OF SECURITIES. Except as the Board of Directors may otherwise
designate, the President or the Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at,

                                     - 11 -


any meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this corporation.

     5.5    EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

     5.6    CERTIFICATE OF INCORPORATION. All references in these By-laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

     5.7    TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors at which the contract or transaction is authorized or solely
because any such director's or officer's votes are counted for such purpose, if:

            (a)    The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum;

            (b)    The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or

            (c)    The contract or transaction is fair as to the corporation as
of the time it is authorized, approved or ratified, by the Board of Directors, a
committee of the Board of Directors, or the stockholders.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     5.8    SEVERABILITY. Any determination that any provision of these By-laws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-laws.

                                     - 12 -


     5.9    PRONOUNS. All pronouns used in these By-laws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.

                                   ARTICLE VI

                                   AMENDMENTS

     6.1    BY THE BOARD OF DIRECTORS. These By-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present.

     6.2    BY THE STOCKHOLDERS. These By-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of the holders of
a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting.

                                     - 13 -



                                                                    Exhibit 3.70

                                 STATE OF MAINE

                                  [MAINE LOGO]

                      DEPARTMENT OF THE SECRETARY OF STATE

     I, THE SECRETARY OF STATE OF MAINE, CERTIFY that according to the
provisions of the Constitution and Laws of the State of Maine, the Department of
the Secretary of State is the legal custodian of the Great Seal of the State of
Maine which is hereunto affixed and that the paper to which this is attached is
a true copy from the records of this Department.


                                          IN TESTIMONY WHEREOF, I have caused
                                          the Great Seal of the State of
                                          Maine to be hereunto affixed. Given
                                          under my hand at Augusta, Maine,
                                          June 17, 2002.


[SEAL]                                               /s/ Dan Gwadosky
                                          --------------------------------------
                                                       DAN GWADOSKY
                                                    SECRETARY OF STATE



                       Minimum Fee $105. See Section 1403 for proper filing fee.

                                               File No. 19950091 D Pages 2
                                               Fee Paid $ 105.00
                                               DCN  1942001300005 ARTI
                                               ----------FILED------------
                                                      07/19/1994

                                                      /s/ Gary Cooper
                                                  -------------------------
                                                  Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

                                                  -------------------------
                                                  Deputy Secretary of State

                                          1194201/000/00/006.000

                                  [MAINE LOGO]

                              BUSINESS CORPORATION

                                 STATE OF MAINE

                            ARTICLES OF INCORPORATION

                         (Check box only if applicable)
                / / This is a professional, service, corporation
                    formed, pursuant to 13 MRSA Chapter 22.

Pursuant to 13-A MRSA Section 403, the undersigned, acting as incorporator(s) of
a corporation, adopt(s) the following Articles of Incorporation:

FIRST:    The name of the corporation is KTI SPECIALTY, INC.
          and its principal business location in Maine is
                          TWO CITY CENTER, PORTLAND, MAINE 04101
          ---------------------------------------------------------------------
          (physical location - street (not P.O. Box), city, state and zip code)

SECOND:   The name of its Clerk, who must be a Maine resident, and the
          registered office shall be:

               FLOYD M. GENT
          ----------------------------------------------------------------------
                                        (name)

               KTI ENVIRONMENTAL GROUP, INC.
          ----------------------------------------------------------------------
           (physical location - street (not P.O. Box), city, state and zip code)

               TWO CITY CENTER, PORTLAND, MAINE 04101
          ----------------------------------------------------------------------
                        (mailing address if different from above)

THIRD:    ("X" one box only)

  /X/ A. 1.  The number of directors constituting the initial board of directors
             of the corporation is 3 (See Section 703.1.A.)

         2.  If the initial directors have been selected, the names and
             addresses of the persons who are to serve as directors until the
             first annual meeting of the shareholders or until their successors
             are elected and shall qualify are:



               NAME                                   ADDRESS
                                
         NICHOLAS MENONNA, JR.     c/o 7000 BOULEVARD EAST, GUTTENBERG, NJ 07093
         MARTIN J. SERGI           c/o 7000 BOULEVARD EAST, GUTTENBERG, NJ 07093
         MARSHALL S. STERMAN       c/o 393 COMMONWEALTH AVENUE, BOSTON, MA 02115


         3.  The board of directors /X/ is / / is not authorized to increase or
             decrease the number of directors.

         4.  If the board is so authorized, the minimum number, if any, shall be
             1 directors, (See Section 703.1.A.) and the maximum number, if any,
             shall be 7 directors.

  / / B. There shall be no directors initially; the shares of the corporation
         will not be sold to more than twenty (20) persons; the business of the
         corporation will be managed by the shareholders. (See Section 701.2.)



FOURTH:   ("X" one box only)

/X/  There shall be only one class of shares (title of class) COMMON
     Par value of each share (if none, so state) NONE
     Number of shares authorized 1,000

/ /  There shall be two or more classes of shares. The information required
     by Section 403 concerning each such class is set out in Exhibit ______
     attached hereto and made a part hereof.

                                    SUMMARY

The aggregate par value of all authorized shares (of all classes)
HAVING A PAR VALUE is $___________

The total number of authorized shares (of all classes) WITHOUT PAR VALUE is
1,000 shares

FIFTH:    ("X" one box only) Meetings of the shareholders /X/ may / / may not
          be held outside of the State of Maine.

SIXTH:    ("X" if applicable) /X/ There are no preemptive rights.

SEVENTH:  Other provisions of these articles, if any, including provisions for
          the regulation of the internal affairs of the corporation, are set out
          in Exhibit ____ attached hereto and made a part hereof.

INCORPORATORS                           DATED JULY 13, 1994

/s/ William P. O'Sullivan               Street    414 NORTH UNION AVENUE
- -----------------------------------           ----------------------------------
        (signature)                                  (residence address)

    WILLIAM P. O'SULLIVAN                         CRANFORD, NJ 07016
- -----------------------------------     ----------------------------------------
     (type or print name)                     (city, state and zip code)

                                        Street
- -----------------------------------           ----------------------------------
          (signature)                              (residence address)

- -----------------------------------     ----------------------------------------
     (type or print name)                       (city, state and zip code)

                                        Street
- -----------------------------------           ----------------------------------
          (signature)                              (residence address)

- -----------------------------------     ----------------------------------------
     (type or print name)                       (city, state and zip code)

FOR CORPORATE INCORPORATORS*

Name of Corporate Incorporator
                               -------------------------------------------------

By                                      Street
  ---------------------------------           ----------------------------------
      (signature of officer)                     (principal business location)

- -----------------------------------     ----------------------------------------
 (type or print name and capacity)                (city, state and zip code)

*ARTICLES ARE TO BE EXECUTED AS FOLLOWS:
If a corporation is an incorporator (Section 402), the name of the corporation
should be typed and signed on its behalf by an officer of the corporation. The
articles of incorporation must be accompanied by a certificate of an appropriate
officer of the corporation certifying that the person executing the articles on
behalf of the corporation was duly authorized to do so.

          SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION #101,
                             AUGUSTA, ME 04333-0101
                                        ATTN: CORPORATE EXAMINING SECTION
[ILLEGILBE]                                   TEL. (207) 287-4195



                                                File No. 19860518 F Pages 1
                                                Fee Paid $ not required
                                                DCN 1942001300004  DOTR
                                                ------------FILED---------------
                                                         07/19/1994

                                                       /s/ Gary Cooper
                                                --------------------------------
                                                      Secretary of State
                                                           Agent

                       [KTI ENVIRONMENTAL GROUP, INC LOGO]

7000 BOULEVARD EAST
GUTTENBERG, N.J. 07093
TEL. (201) 854-7777
FAX  (201) 854-1771


July 18, 1994

VIA FEDERAL EXPRESS

Secretary of State
Bureau of Corporations
State Office Building
Capital Street, Room 221
August, Maine 04333

Attn: Cindy Rideout

Re: KTI SPECIALTY, INC.

Dear Ladies and Gentleman:

     In connection with the filing of the referenced entity of Articles of
Incorporation in Maine, the undersigned, on behalf of itself, and each of KTI
Operations, Inc., Kuhr Technologies, Inc., KTI Management of Maine, Inc. and KTI
Transportation Services, Inc. (each of which are direct or indirect wholly owned
subsidiaries of the undersigned, except that Kuhr Technologies is an 83%
indirectly owned subsidiary of the undersigned) hereby consents to said entity
using the similar name KTI Specialty, Inc. in all aspects of its business and
operations, including without limitation, for the purposes of organizing itself
as a corporation under the laws of the State of Maine.

Very truly yours,

KTI ENVIRONMENTAL GROUP, INC.

By: /s/ Nicholas Menonna, Jr.
    -------------------------
    Nicholas Menonna, Jr.
    President


/ks
KS1.3288


Filing Fee $20.00
                                               File No. 19950091 D Pages 1
                                               Fee Paid $ 20.00
                                               DCN 1951371400018  CLRO
                                               -----------FILED------------
                                                     05/15/1995

                                                            /s/ Gary Cooper
                                                       -------------------------
                                                       Deputy Secretary of State

                                                       A True Copy When Attested
                                                             By Signature

                                                       -------------------------
                                                       Deputy Secretary of State

                                                       1195138/000/01/011.000

                               STATE OF MAINE
                             CHANGE OF CLERK OR
                          REGISTERED OFFICE OR BOTH

Pursuant to 13-A MRSA Section 304 the undersigned corporation advises you of
the following change(s):

     FIRST:    The name and registered office of the clerk appearing on the
               record in Secretary of State's office

                 FLOYD M. GENT C/O KTI ENVIRONMENTAL GROUP, INC.
               ----------------------------------------------------------------
                 TWO CITY CENTER, PORTLAND, MAINE 04101
               ----------------------------------------------------------------

     SECOND:   The name and physical location of the registered office of
               the successor (new) clerk, who must be a Maine resident, are:

                 BRADLEY HUGHES
               ----------------------------------------------------------------
                                         (name)
                 KTI, INC., 110 MAIN STREET, SUITE 1308
               ----------------------------------------------------------------
                    (street address (not P.O. Box), city, state and zip code)
                 SACO, MAINE 04072
               ----------------------------------------------------------------
                         (mailing address if different from above)

     THIRD:    Upon a change in clerk this must be completed:

               ( X )  Such change was authorized by the board of directors
                      and the power to make such change is not reserved to the
                      shareholders by the articles or the bylaws.

               (   )  Such change was authorized by the shareholders.
                      (Complete the following)

                  I certify that I have custody of the minutes showing the
                  above action by the shareholders.

                                         /s/ NICHOLAS MENONNA, JR., SECRETARY
                                       -----------------------------------------
                       (signature of new clerk, secretary or assistant secretary


Dated:       MAY 8, 1995                          KTI SPECIALTY, INC.
                                          --------------------------------------
                                                 (Name of Corporation)

                                      By   /s/  NICHOLAS MENONNA, JR.
                                          --------------------------------------
                                                       (signature)

                                               NICHOLAS MENONNA, JR., SECRETARY
                                          --------------------------------------
                                             (type or print name and capacity)

                                      By   /s/  MARTIN J. SERGI
                                          --------------------------------------
                                                       (signature)

                                                MARTIN J. SERGI, VICE PRESIDENT
                                          --------------------------------------
                                             (type or print name and capacity)

- --------------------------------------------------
This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY, an assistant secretary or other officer the
bylaws designate as second certifying officer OR (3) if no such officers, a
majority of the DIRECTORS or such directors designated by a majority of
directors then in office OR (4) if no directors, the holders, or such of them
designated by the HOLDERS, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES
entitled to vote thereon OR (5) the HOLDERS OF ALL OUTSTANDING SHARES.

FORM NO. [ILLEGIBLE]             SUBMIT COMPLETED FORMS TO: Secretary of State,
                                              Station 101, Augusta, Maine 04333


                                               Filing Fee (See Sec. 1401)

                                               File No. 19950091 D Pages 2
                                               Fee Paid $ 35.00
                                               DCN 1961171800005  LNME
                                               -----------FILED------------
                                                     04/26/1996

                                                             /s/ Gary Cooper
                                                       -------------------------
                                                       Deputy Secretary of State

                                                       A True Copy When Attested
                                                             By: Signature

                                                       -------------------------
                                                       Deputy Secretary of State

                                                       1196120/000/01/024.000

                                 STATE OF MAINE


                             ARTICLES OF AMENDMENT

                           (AMENDMENT BY SHAREHOLDERS
                              VOTING AS ONE CLASS)

Pursuant to 13-A MRSA Sections 805 and 807, the undersigned corporation adopts
these Articles of Amendment:

     FIRST:    All outstanding shares were entitled to vote on the following
               amendment as ONE class.

     SECOND:   The amendment set out in Exhibit A attached was adopted by the
               shareholders (Circle one)

               A.                      OR April 22, 1996.
               B. by unanimous written consent on

     THIRD:    Shares outstanding and entitled to vote and shares voted for and
               against said amendment were:



                Number of Shares Outstanding        NUMBER          NUMBER
                   and Entitled to Vote           Voted For      Voted Against
                ----------------------------      ---------      -------------
                                                           
                           1,000                    1,000


     FOURTH:   If such amendment provides for exchange, reclassification or
               cancellation of issued shares, the manner in which this shall be
               effected is contained in Exhibit B attached if it is not set
               forth in the amendment itself.

     FIFTH:    If the amendment changes the number or par values of authorized
               shares, the number of shares the corporation has authority to
               issue thereafter, is as follows:



               Class   Series (If Any)   Number of Shares    Par Value (If Any)
               -----   --------------    ----------------    ------------------
                                                    



               The aggregate par value of all such shares (of all classes and
               series) HAVING PAR VALUE is $ ____________________________.

               The total number of all such shares (of all classes and series)
               WITHOUT PAR VALUE is ________________ shares.

     SIXTH:    Address of the registered office in Maine:
                 c/o KTI, Inc., 110 Main Street, Suite 1308, Saco, Maine 04072
               -----------------------------------------------------------------
                                (street, city and zip code)

                                            KTI Specialty, Inc.
                                         ---------------------------------------
                                                    Name of Corporation

                                    By*  /s/ Nicholas Menonna Jr.
                                         ---------------------------------------
                                                    (signature)

                                         Nicholas Menonna Jr. - President
                                    --------------------------------------------
                                            (type or print name and capacity)

                                    By*  /s/ Bradley W. Hughes
                                         ---------------------------------------
                                                    (signature)

                                         Bradley, Hughes - Clerk
                                    --------------------------------------------
                                            (type or print name and capacity)

                           MUST BE COMPLETED FOR VOTE
                                OF SHAREHOLDERS

I certify that I have custody of the minutes showing the above action by the
shareholders.

                             /s/ Bradley W. Hughes
                       ---------------------------------
                              (signature of clerk)
                             Bradley Hughes, Clerk
                                Dated: 4/26/96

- ----------
*In addition to any certification of custody of minutes this document MUST be
signed by (1) the CLERK OR (2) the PRESIDENT or a vice-president AND the
SECRETARY, an assistant secretary or other officer the bylaws designate as
second certifying officer OR (3) if no such officers, a majority of the
DIRECTORS or such directors designated by a majority of directors then in office
OR (4) if no directors, the holders, or such of them designated by the HOLDERS,
OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote thereon OR
(5) the HOLDERS OF ALL OUTSTANDING SHARES.

NOTE: This form should not be used if any class of shares is entitled to vote as
a separate class for any of the reasons set out in Section 806, or because the
articles so provide. For vote necessary for adoption see Section 805.

FORM NO. MBCA-9 Rev. 88           SUBMIT COMPLETED FORMS TO: Secretary of State,
                                              Station 101, Augusta, Maine 04333.



                                       -2-

                                   EXHIBIT A

     Article I of the Articles of Incorporation of KTI Specialty, Inc. be
amended to reflect the following:

           The name of the Corporation shall be "KTI Specialty Waste Services,
Inc.".



                                      Filling Fee $105.00

                                          File No. 19950091 D Pages 2
                                          Fee Paid $ 105
                                          DCN 1983131400028 ANME
                                          -----FILED------------------
                                             04-NOV-98

                                                 /s/ Nancy B. Kelleher
                                                -------------------------
                                                Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

                                                -------------------------
                                                Deputy Secretary of State

                                          1198321/000/00/025.000

                                  [MAINE LOGO]

                              BUSINESS CORPORATION

                                 STATE OF MAINE

                             STATEMENT OF INTENTION
                                 TO DO BUSINESS
                             UNDER AN ASSUMED NAME

                       KTI Specialty Waste Services, Inc.
                       ----------------------------------
                              (Name of Corporation)

Pursuant to 13-A MRSA Section 307, the undersigned, a corporation
(incorporated under the laws of the State of Maine), gives notice of its
intention to do business in this State under an assumed name.

FIRST:      The corporation intends to transact business under the assumed name
            of Capitol City Transfer

                      COMPLETE THE FOLLOWING IF APPLICABLE

SECOND:     If such assumed name is to be used at fewer than all of the
            corporation's places of business in this State, the location(s)
            where it will be used is (are):

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

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

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

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

THIRD:      The address of the registered office of the corporation in the State
            of Maine is

            c/o KTI Incorporated, 110 Main Street, Suite 1308, Saco, ME 04072
            --------------------------------------------------------------------
                        (street, city, state and zip code)



DATED 10/30/98                          *By /s/ Bradley W. Hughes
                                           -------------------------------------
                                                        (signature)

                                            Bradley Hughes, Clerk
                                           -------------------------------------
                                             (type or print name and capacity)

                                        *By
                                           -------------------------------------
                                                        (signature)

                                           -------------------------------------
                                             (type or print name and capacity)


- ----------
*This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

  SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                             101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-5 Rev. 96                         TEL. (207) 287-4195



                                  Filing Fee $105.00

                                          File No. 19950091 D Pages 2
                                          Fee Paid $ 105
                                          DCN 1983131400030 ANME
                                          -----FILED----------------------
                                             04-NOV-98

                                                  /s/ Nancy B. Kelleher
                                                --------------------------
                                                Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

                                                --------------------------
                                                Deputy Secretary of State

                                                1198321/000/00/027.000

                                  [MAINE LOGO]

                              BUSINESS CORPORATION

                                 STATE OF MAINE

                             STATEMENT OF INTENTION
                                 TO DO BUSINESS
                             UNDER AN ASSUMED NAME

                       KTI Specialty Waste Services, Inc.
                       ---------------------------------
                             (Name of Corporation)

Pursuant to 13-A MRSA Section 307, the undersigned, a corporation,
(incorporated under the laws of the State of Maine), gives notice of its
intention to do business in this State under an assumed name.

FIRST:      The corporation intends to transact business under the assumed name
            of RUSSELL STULL COMPANY

                      COMPLETE THE FOLLOWING IF APPLICABLE

SECOND:     If such assumed name is to be used at fewer than all of the
            corporation's places of business in this State, the location(s)
            where it will be used is (are):

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

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

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

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

THIRD:      The address of the registered office of the corporation in the State
            of Maine is
               c/o KTI Incorporated, 110 Main Street, Suite 1308, Saco, ME 04072
            --------------------------------------------------------------------
                          (street, city, state and zip code)



DATED 10/30/98                          *By /s/ Bradley W. Hughes
                                           -------------------------------------
                                                        (signature)

                                            Bradley Hughes, Clerk
                                           -------------------------------------
                                             (type or print name and capacity)

                                        *By
                                           -------------------------------------
                                                        (signature)

                                           -------------------------------------
                                             (type or print name and capacity)


- ----------
*This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

  SUBMIT COMPLETED FORMS TO:  CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                              101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-5 Rev. 96                      TEL. (207) 287-4195



                                      File No. 19950091 D Pages 2
                                      Fee Paid $ 105
                                      DCN 1983131400033 ANME
                                      ------FILED----------------
                                         04-NOV-98

                                                /s/ Nancy B. Kelleher
                                              --------------------------
                                              Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

                                              --------------------------
                                              Deputy Secretary of State

                                      1198321/000/00/030.000

                                  [MAINE LOGO]

                              BUSINESS CORPORATION

                                 STATE OF MAINE

                             STATEMENT OF INTENTION
                                 TO DO BUSINESS
                             UNDER AN ASSUMED NAME

                       KTI Specialty Waste Services, Inc.
                       ---------------------------------
                             (Name of Corporation)

Pursuant to 13-A MRSA Section 307, the undersigned, a corporation, gives
notes of its intention to do business in this State under an assumed name.

FIRST:      The corporation intends to transact business under the assumed name
            of TWTS, Inc.

                      COMPLETE THE FOLLOWING IF APPLICABLE

SECOND:     If such assumed name is to be used at fewer than all of the
            corporation's places of business in this State, the location(s)
            where it will be used is (are):

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

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

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

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

THIRD:      The address of the registered office of the corporation in the State
            of Maine is
             c/o KTI Incorporated
             110 Main Street, Suite 1308, Saco, ME 04072
            --------------------------------------------------------------------
                            (street, city, state and zip code)



DATED 10/30/98                          *By /s/ Bradley W. Hughes
                                           -------------------------------------
                                                        (signature)

                                            Bradley Hughes, Clerk
                                           -------------------------------------
                                             (type or print name and capacity)

                                        *By
                                           -------------------------------------
                                                        (signature)

                                           -------------------------------------
                                             (type or print name and capacity)


- ----------
*This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

  SUBMIT COMPLETED FORMS TO:  CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                              101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-5 Rev. 96                      TEL. (207) 287-4195



                                  Filing Fee $105.00

                                          File No. 19950091 D Pages 2
                                          Fee Paid $ 105
                                          DCN 1983131400034 ANME
                                          ------FILED----------------
                                             04-NOV-98

                                                  /s/ Nancy B. Kelleher
                                                --------------------------
                                                Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

                                                --------------------------
                                                Deputy Secretary of State

                                          1198321/000/00/031.000

                                  [MAINE LOGO]

                              BUSINESS CORPORATION

                                 STATE OF MAINE

                             STATEMENT OF INTENTION
                                 TO DO BUSINESS
                             UNDER AN ASSUMED NAME

                       KTI Specialty Waste Services, Inc.
                       ---------------------------------
                             (Name of Corporation)

Pursuant to 13-A MRSA Section 307, the undersigned, a corporation, gives
notice of its intention to do business in this State under an assumed name.

FIRST:      The corporation intends to transact business under the assumed name
            of Yarmouth Rubbish & Recycling

                      COMPLETE THE FOLLOWING IF APPLICABLE

SECOND:     If such assumed name is to be used at fewer than all of the
            corporation's places of business in this State, the location(s)
            where it will be used is (are):

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

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

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

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

THIRD:      The address of the registered office of the corporation in the State
            of Maine is
              c/o KTI Incorporated, 110 Main Street, Suite 1308, Saco, ME 04072
            --------------------------------------------------------------------
                          (street, city, state and zip code)



DATED 10/30/98                          *By /s/ Bradley W. Hughes
                                           -------------------------------------
                                                        (signature)

                                            Bradley Hughes, Clerk
                                           -------------------------------------
                                             (type or print name and capacity)

                                        *By
                                           -------------------------------------
                                                        (signature)

                                           -------------------------------------
                                             (type or print name and capacity)


- ----------
*This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

  SUBMIT COMPLETED FORMS TO:  CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                              101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-5 Rev. 96                      TEL. (207) 287-4195



                               MINIMUM FEE $80 (SEE SECTION 1401 SUB-SECTION 19)

                               File No. 19950091 D PAGES 6
                               Fee Paid $ 80
                               DCN 1983171400008 MERG
                               ------FILED----------------
                                   06-NOV-98

                                         /s/ Nancy B. Kelleher
                                        ------------------------
                                        Deputy Secretary of State

                                   A TRUE COPY WHEN ATTESTED BY SIGNATURE

                                        ------------------------
                                        Deputy Secretary of State

                                         1198321/000/03/015.000

                              BUSINESS CORPORATION

                                 STATE OF MAINE

                  (MERGER OF DOMESTIC AND FOREIGN CORPORATION)

                               ARTICLES OF MERGER

                            KTI Ash Recycling, Inc.
               --------------------------------------------------
               A corporation organized under the laws of Delaware

                                      INTO

                       KTI Specialty Waste Services Inc.
                -----------------------------------------------
                A corporation organized under the laws of Maine

Pursuant to 13-A MRSA, Section 906, the preceding corporations adopt these
Articles of Merger.

FIRST:      The laws of the State(s) of DELAWARE, under which the foreign
            corporation(s) is (are) organized, permit such merger.

SECOND:     The nature of the surviving corporation is KTI Specialty Waste
            Services, Inc. and it is to be governed by the laws of the State of
            Maine.

THIRD:      The plan of merger is set forth in Exhibit 1 attached hereto and
            made a part hereof.

FOURTH:     As to each participating domestic corporation, the shareholders of
            which voted on such plan of merger, the number of shares outstanding
            and the number of shares entitled to vote on such plan, and the
            number of such shares voted for and against the plan, are as
            follows:



            Name of             Number of Shares       Number of Shares         NUMBER           NUMBER
          Corporation             Outstanding          Entitled to Vote        Voted For     Voted Against
          -----------           ----------------       ----------------        ---------     -------------
                                                                                      
   KTI Specialty Waste               1,000                   1,000               1,000            -0-
   Services, Inc.


FIFTH:      If the shares of any class were entitled to vote as a class, the
            designation and number of the outstanding shares of each such class,
            and the number of shares of each such class voted for and against
            the plan, are as follows:



            Name of             Number of Shares       Number of Shares         NUMBER           NUMBER
          Corporation             Outstanding          Entitled to Vote        Voted For     Voted Against
          -----------           ----------------       ----------------        ---------     -------------
                                                                                      
   KTI Specialty Waste               1,000                   1,000               1,000            -0-
   Services, Inc.


    (INCLUDE THE FOLLOWING PARAGRAPH IF THE MERGER WAS AUTHORIZED WITHOUT THE
             VOTE OF THE SHAREHOLDERS OF THE SURVIVING CORPORATION,
                            OMIT IF NOT APPLICABLE.)

SIXTH:



                               Number of Shares Outstanding          Number of Shares to Be Issued
             Designation      Immediately Prior to Effective         Or Delivered Pursuant to the
              of Class                Date of Merger                            Merger
             -----------      ------------------------------         -----------------------------
                                                               





SEVENTH:    The address of the registered office of the surviving corporation in
            the State of Maine is*
                   110 Main Street, Suite 1308, Saco, Maine 04072
            --------------------------------------------------------------------
                         (street, city, state and zip code)

            The address of the registered office of the merged corporation in
            the State of Maine is*
             Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801
            --------------------------------------------------------------------
                          (street, city, state and zip code)

EIGHTH:     Effective date of the merger (if other than date of filing of
            Articles) is November 17, 1998

          (NOTE TO EXCEED 60 DAYS FROM DATE OF FILING OF THE ARTICLES).

DATED November 4, 1998                      KTI Specialty Waste Services, Inc.
                                           -------------------------------------
                                            (participating domestic corporation)

                                       **By  /s/ Martin J. Sergi
                                           -------------------------------------
                                                       (signature)

                                                 Martin J. Sergi, President
                                           -------------------------------------
                                             (type or print name and capacity)

                                       **By  /s/ Robert E. Wetzel
                                           -------------------------------------
                                                       (signature)

                                                Robert E. Wetzel, Secretary
                                           -------------------------------------
                                             (type or print name and capacity)

                         MUST BE COMPLETED FOR VOTE OF
                                  SHAREHOLDERS

I certify that I have custody of the minutes showing the above action by the
shareholders.

                                              KTI Specialty Waste Services, Inc.
                                            ------------------------------------
                                                     (name of corporation)

                                           /s/ Robert E. Wetzel Secretary
                                           ------------------------------
                              (signature of clerk, secretary or asst. secretary)

DATED November 4, 1998                             KTI Ash Recycling, Inc.
                                           -------------------------------------
                                            (participating domestic corporation)

                                       **By  /s/ Martin J. Sergi
                                           -------------------------------------
                                                       (signature)

                                                 Martin J. Sergi, President
                                           -------------------------------------
                                             (type or print name and capacity)

                                       **By  /s/ Robert E. Wetzel
                                           -------------------------------------
                                                       (signature)

                                                Robert E. Wetzel, Secretary
                                           -------------------------------------
                                             (type or print name and capacity)

                         MUST BE COMPLETED FOR VOTE OF
                                  SHAREHOLDERS

I certify that I have custody of the minutes showing the above action by the
shareholders.

                            KTI Ash Recycling, Inc.
                         -------------------------------
                             (name of corporation)

                         /s/ Robert E. Wetzel Secretary
                         ------------------------------
                (signature of clerk, secretary or asst. secretary)

NOTE: If a foreign corporation is the survivor of this merger, see Section 906.4
and Section 908.3 as to whether Form MBCA-10Ma is required.

*Give address of registered office in Maine. If the corporation does not have a
registered office in Maine, the address given should be the principal or
registered office in the State of incorporation.


- ----------
**This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president and the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

  SUBMIT COMPLETED FORMS TO:  CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                              101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-5 Rev. 96                      TEL. (207) 287-4195



                                 Plan of Merger

                                       of

                            KTI Ash Recycling, Inc.

                                      into

                       KTI Specialty Waste Services, Inc.

     Pursuant to 13-A MRSA Section 906, the undersigned corporations hereby
execute the following Certificate of Merger.

                                  ARTICLE ONE

     KTI Ash Recycling, Inc., a corporation organized and existing under the
laws of the State of Delaware, shall be merged into KTI Specialty Waste
Services, Inc., a corporation organized and existing under the laws of the State
of Maine, which is hereinafter designated as the surviving corporation.

     The address of the surviving corporation's registered office is 110 Main
Street, Suite 1308, Saco, Maine 04072 and the name of its registered agent at
such address is Bradley W. Hughes.

     The total authorized capital stock of the surviving corporation shall be
1,000 shares of common stock without par value as follows:



Class       Series        Number of Shares     Par Value Per Share
           (if any)                            or statement shares are without par
                                               value
                                        
Common      None               1,000             Without Par Value


                                  ARTICLE TWO

The following plan of merger was approved by each of the undersigned
corporations in the manner prescribed by law, the certificates of incorporation
and the by-laws of each corporation.

     The name of the surviving corporation is KTI Specialty Waste Services, Inc.

     The by-laws of KTI Specialty Waste Services, Inc. shall remain and be the
by-laws of the corporation which shall survive the merger until the same shall
be altered or amended according to the provisions thereof and in the manner
permitted by the statues of the State of Maine or by this certificate.

     The following amendments shall be made to the Certificate of Incorporation
of KTI Specialty Waste Services, Inc.



     The first annual meeting of the shareholders of the corporation which shall
survive the merger, to be held after the effective date of the merger, shall be
the annual meeting provided, or to be provided, by the by-laws of the said
corporation, for the year 1999.

     All persons, who at the date when the Certificate of Merger shall become
effective, shall be the executive or administrative officers of KTI Specialty
Waste Services, Inc., shall be and will remain like officers of the corporation
which shall survive the merger until the board of directors of such corporation
shall elect their respective successors.

     The chairman of the board, or the president or a senior vice-president of
each of the corporations, parties to this merger, shall sign this certificate on
behalf of their respective corporations. This certificate shall then be
submitted to the shareholders of each of the corporation's parties hereto, at a
meeting thereof, separately called and held for the purpose of considering and
taking action upon the proposed merger. At each such meeting this merger shall
be considered and a vote taken thereon in the manner prescribed by 13-A MRSA
Section 906.

     A meeting of the board of directors of the corporation which shall survive
this merger shall be held as soon as practicable after the date on which this
merger shall become effective and may be called in the manner provided in the
by-laws of the corporation which shall survive the merger for the calling of
special meeting of the board of directors and may be held at the time and place
specified in the notice of the meeting.

     The corporation which shall survive the merger shall pay all expenses of
carrying this agreement into effect and of accomplishing this merger.

     When the merger shall have become effective, all and singular, the rights,
privileges, powers and franchises of each of the corporations, parties to this
merger, whether of a public or a private nature, and all property, real personal
and mixed, and all debts due to each of said corporations, on whatever account
as well for stock subscriptions as all other things in action or belonging to
either of the said corporations shall be vested in the corporation which shall
survive this merger; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be thereafter as effectually
the property of the corporation which shall survive this merger as they were of
the corporations, parties hereto, and the title to any real or personal
property, whether by deed or otherwise, vested in each of the corporations,
parties hereto, shall not revert or be in any way unimpaired by reason hereof;
provided, however, that all rights of creditors and all liens upon any property
of each of the corporations, parties hereto, shall be preserved unimpaired,
limited in lien to the property affected by such liens immediately prior to the
time of the said merger, and all debts, liabilities and duties of KTI Ash
Recycling, Inc. shall thenceforth attach to the corporation which shall survive
this merger and may be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it.

     If, at any time the corporation which shall survive the merger shall
consider or be advised that any further assignment for assurances in law or any
things are necessary or desirable to vest in the



The date of approval by the shareholders of each corporation of the plan of
merger is:

Corporation: KTI Specialty Waste Services, Inc.  date of shareholder approval:
                                                              November 4, 1998

Corporation: KTI Ash Recycling, Inc.  date of shareholder approval:
                                                              November 4, 1998

                                  ARTICLE FIVE

     The plan of merger was approved by the board of directors of KTI Specialty
Waste Services, Inc., the surviving corporation.

                                  ARTICLE SIX

     The effective date of this certificate shall be November 17, 1998.

IN WITNESS WHEREOF each of the undersigned corporations has caused this
Certificate of Merger to be executed in its name by its President, as of the 4th
day of November, 1998.

                                           KTI Specialty Waste Services, Inc.

                                           By:   /s/ Martin J. Sergi
                                                 -------------------------------
                                                 Martin J. Sergi, President

                                           KTI Ash Recycling, Inc.

                                           By:   /s/ Martin J. Sergi
                                                 -------------------------------
                                                 Martin J. Sergi, President



                                   FILING FEE $20.00

                                          FILE NO. 19950091 D PAGES 2
                                          FEE PAID $ 20
                                          DCN  2011441800109 CLRO
                                          ----FILED-----------------------------
                                            05/15/2001

                                                    /s/ Julie L. Flynn
                                                 -------------------------
                                                 Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

                                                 -------------------------
                                                 Deputy Secretary of State

                                    DOMESTIC
                              BUSINESS CORPORATION

                                 STATE OF MAINE

                         CHANGE OF CLERK ONLY OR CHANGE
                         OF CLERK AND REGISTERED OFFICE

                       KTI Specialty Waste Services, Inc.
                    ----------------------------------------
                              (Name of Corporation)

Pursuant to 13-A MRSA Section 304, the undersigned corporation executes and
delivers for filing the following change(s):

FIRST:    The name and registered office of the clerk appearing on the record in
          the Secretary of State's Office:

          Bradley W. Hughes
          ----------------------------------------------------------------------
                                         (name)

          c/o KTI, Inc. 110 Main Street, Suite 1308, Saco, Maine 04072
          ----------------------------------------------------------------------
                            (street, city, state and zip code)

SECOND:   The name and registered office of the successor (new) clerk, who must
          be a Maine resident:

          Peter B. Webster
          ----------------------------------------------------------------------
                                         (name)

                       One Portland Square, Portland, Maine 04101
          ----------------------------------------------------------------------
          (physical location - street (not P.O. Box), city, state and zip code)

          ----------------------------------------------------------------------
                        (mailing address if different from above)

THIRD:    Upon a change in clerk this must be completed:

                 /X/  Such change was authorized by the board of directors and
                      the power to make such change is not reserved to the
                      shareholders by the articles or the bylaws.

                 / /  Such change was authorized by the shareholders.



DATED May 7, 2001           *By /s/ John W. Casella
                               -------------------------------------------------
                                        (Signature)

                               John W. Casella, President
                               -------------------------------------------------
                               (type or print name and capacity)

                           *By /s/ Jerry S. Cifor
                               -------------------------------------------------
                                        (Signature)

                               Jerry S. Cifor, Treasurer, 2nd certifying officer
                               -------------------------------------------------
                                      (type or print name and capacity)

                           MUST BE COMPLETED FOR VOTE
                                 OF SHAREHOLDERS

              I Certify that I have custody of the minutes showing
                      the above action by the shareholders.

         --------------------------------------------------------------
                (signature of clerk, secretary or asst. secretary)

THE FOLLOWING SHALL BE COMPLETED BY THE CLERK UNLESS THIS DOCUMENT IS
ACCOMPANIED BY FORM MBCA-18A (SECTION 304.2-A.).

The undersigned hereby accepts the appointment as clerk for the above-named
domestic business corporation.

CLERK                                              DATED May 14, 2001

/s/ Peter B. Webster                               Peter B. Webster
- -----------------------                            -----------------------------
      (signature)                                       (type or print name)

- ----------
*This document MUST be signed by
     (1) the NEW Clerk OR
     (2) the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't.
         sec., or a 2nd certifying officer OR
     (3) if no such officers, then a majority of the DIRECTORS OR
     (4) if no such directors, then the HOLDERS OF A MAJORITY OF ALL OUTSTANDING
         SHARES OR
     (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                           101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                         TEL. (207) 297-4195

FORM NO. MBCA-3 Rev. 7/2000



                                                                    Exhibit 3.71

                       KTI SPECIALTY WASTE SERVICES, INC.

                                     BY-LAWS

                                    ARTICLE 1

                     NAME, OFFICE, SEAL AND SECTION HEADINGS

     Section 1.    NAME. The name of this corporation is KTI Specialty Waste
Services, Inc.

     Section 2.    OFFICE. The registered office of this corporation shall be
the office of the Clerk which shall be fixed by written notice duly filed with
the appropriate office of the State of Maine. The location of the principal
office and place of business of this corporation shall be at such place as the
Board of Directors shall designate from time to time. The corporation may have
such other offices and places of business both within and without the State of
Maine as the Board of Directors may from time to time fix, or as the business of
the corporation may from time to time require. The residence of this Corporation
in the State of Maine shall be deemed for all purposes to be in the county in
which its registered office in the State of Maine is maintained.

     Section 3.    SEAL. The seal of this corporation shall be circular in form
with the name of the corporation, the word "Maine", and the year of its
incorporation so engraved on its face, provided that the Board of Directors may
adopt a wafer seal in any form in respect of any particular document or
instrument, in which case such wafer seal affixed to such documents or
instrument shall be the corporate seal of this corporation thereon for all
purposes by law.

     Section 4.    SECTION HEADINGS. The headings of Articles and Sections in
these By-Laws are for convenience only, and shall not be taken into account in
construing these By-Laws.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1.    PLACE. All meetings of shareholders for the election of
Directors shall be held at the registered office of the corporation unless the
Board of Directors shall fix some other place within or without the State of
Maine for such meetings.

     Section 2.    DATE. The Annual meeting of shareholders shall be held on the
third Monday of May in each year, if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 A.M., at which the
shareholders shall elect a Board of Directors, and transact such other business
as may be brought before the meeting. If for any reason such annual meeting is
not held on the date specified herein, the shareholders, in lieu thereof, may
elect a Board of Directors and transact such other business as may be brought
before the meeting at a special meeting called as provided by Article III or by
unanimous written consent as

                                        1



provided by Section 3 of ARTICLE IV, and by unanimous written consent shall
be valid as if transacted or held at the annual meeting.

Section 3. NOTICE. Unless waived in the manner prescribed by law, written
notice of the annual meeting stating the place, day and hour thereof, but not
the purposes thereof, shall be delivered in the manner prescribed by law for
annual meetings of shareholders.

                                    ARTICLE III

                            SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1.  PLACE AND DATE. Special meetings of shareholders for any
purpose or purposes may be held at such time and place, within or without the
State of Maine, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     Section 2.  CALL. Special meetings of the shareholders, for any purposes
or purposes may be called by the Chairman of the Board, the President, the
Clerk, the Secretary, the Executive Vice President, any Senior Vice
President, a majority of the Board of Directors or shareholders holding not
less than 10% of the shares entitled to vote at such meetings.

     Section 3.  NOTICE. Unless waived in the manner prescribed by law,
written notice of a special meeting stating the place, day and hour thereof
and the purpose or purposes for which the meeting is called, shall be
delivered not less than 3 days nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the officers
or persons calling the meeting.

                                      ARTICLE IV

                               QUORUM AND VOTING OF SHARES

     Section 1.  QUORUM. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote, represented in person or by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by law. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders present in person or represented by proxy
shall have power to adjourn the meeting from time to time, without notice
(except as otherwise provided by law) other than announcement at the meeting,
until a quorum shall be present or represented. At such adjourned meetings at
which a quorum shall be present or represented any business may be transacted
which might have been transacted at he meeting as originally notified. The
shareholders present at a duly called or held meeting at which a quorum was
once present may continue to do business at the meeting or at any adjournment
thereof, notwithstanding the withdrawal of enough shareholders to leave less
than quorum.

     Section 2.  VOTING RIGHTS. Each outstanding share of stock, having
voting power, shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders. A shareholder may vote either in person or
by proxy executed in the manner prescribed by law.

                                        2



     Section 3.    ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted by law to be taken at a meeting of shareholders may be taken without a
meeting if written consents, setting forth the action taken or to be taken, at
any time before or after the intended effective date of such action, are signed
by the holders of all outstanding shares entitled to vote on such action and are
filed with the Clerk of the corporation as part of the corporate records. Such
written consents may contain statements in the form of, and in any case shall
have the same effect as, unanimous vote or votes of the shareholders and may be
stated as such in any certificate or document required or permitted to be filed
with the Secretary of State of Maine, and in any certificate or document
prepared or certified by any officers of the corporation for any purpose.

                                    ARTICLE V

                                    DIRECTORS

     Section 1.    NUMBER, QUALIFICATIONS AND TERMS. The number of Directors
shall be set by the shareholders annually, at their annual meeting for the
ensuing year and shall be not less than three unless all the shares of the
corporation are owned beneficially and of record by fewer than three
shareholders in which case the number of Directors may be less than three but
not less than the number of shareholders. Directors need not be residents of the
State of Maine nor shareholders of the corporation. The directors shall be
elected at the annual meeting of the shareholders, and each Director elected
shall serve until the next succeeding annual meeting and until his successor
shall have been elected and qualified or until his earlier resignation, removal
from office, death, or incapacity. The Directors, at their option, may elect a
Director to serve at their will as Chairman of the Board of Directors and to
preside at meetings of the Directors in lieu of the President.

     Section 2.    VACANCIES, RESIGNATION AND REMOVAL. Any vacancy in the Board
of Directors, including newly created directorships created by increase in the
number of Directors, shall be filled by an election at an annual or special
meeting of the shareholders of the corporation to be held not more than thirty
days after the vacancy occurs. Any Directors elected to fill a vacancy shall be
elected for the unexpired term of his predecessor. Any Director may resign his
office by delivering a written resignation to the President or Clerk. Directors
may be removed from office without cause in the manner prescribed by law.

     Section 3.    POWERS. The Board of Directors shall manage and control the
business, property and affairs of the corporation. In the management and control
of the business, property and affairs of the corporation, the Board of Directors
is hereby vested with all of the powers and authority of the corporation itself,
so far as not inconsistent with law, the Articles of Incorporation or these
By-Laws.

     Section 4.    COMPENSATION. The Board of Directors, by the affirmative vote
of a majority of the Directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all Directors for services to the corporation as Directors,
officers or otherwise.

                                        3



                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1.    ANNUAL MEETING. The first meeting of each newly elected Board
of Directors shall be held at such time and place as shall be fixed by the
shareholders at their meeting electing them, or if no such time and place are so
fixed, said first meeting shall be held at the place of and immediately
following such meeting of shareholders. In either event, no notice of such
meeting shall be necessary. Such meeting of the Directors may also convene at
such place and time as shall be fixed by the consent in writing of all the
Directors.

     Section 2.    REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held upon such notice, or without notice, and at such time and place as
shall from time to time be fixed by the Board. Unless otherwise specified by the
Board, no notice of such regular meetings shall be necessary.

     Section 3.    SPECIAL MEETINGS. The Chairman of the Board, the President,
the Clerk, the Secretary or any other person or persons authorized by law to
call such meetings may call special meetings of the Board of Directors.

     Unless notice is waived in the manner prescribed by law, notice of special
meetings of the Board of Directors shall be given by mail, hand delivery, cable,
facsimile or telegram. Notice mailed to a Director's usual or last known place
of business or resident at least three (3) days before the day of the meetings
shall be sufficient notice thereof. Notice delivered in hand, cabled, facsimile
or telegraphed to a Director's usual or last known place of business or resident
at least twenty-four (24) hours before the time of the meeting shall be
sufficient notice thereof. The sending of notice by a person or persons
authorized to call a special meeting of the Board of Directors shall constitute
the call thereof. The time and place of a special meeting of the Board of
Directors, but not the purposes thereof, shall be specified in the notice
thereof.

     Section 4.    ATTENDANCE AS WAIVER OF NOTICE. Attendance of a Director at
any meeting shall constitute a waiver of notice of such meeting, except where a
Director attends for the express purpose, stated at the meeting, of objecting to
the transaction of any business because the meeting is not lawfully called,
noticed or convened.

     Section 5.    QUORUM AND VOTE REQUIRED. A majority of the Directors then in
office shall constitute a quorum for the transaction of business unless a
greater number is required by law or these By-Laws. The act of a majority of the
Directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors, unless the act of a greater number is required by law
or these By-Laws.

     Section 6.    MEETINGS BY CONFERENCE TELEPHONE. Any one or more directors
may participate in a meeting of the Board of Directors or any committee thereof
by means of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same time and
participation by such means shall constitute presence in person at such meeting.

                                        4


     Section 7.    ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at a meeting of the Directors, or of a committee of the
Directors, may be taken without a meeting if all of the Directors, or all of the
members of the committee, as the case may be, sign written consents setting
forth the action taken or to be taken, at any time before or after the intended
effective date of such action. Such consents shall be field with the minutes of
Directors' meetings or committee meetings, as the case may be, and shall have,
and may be stated by any officer of the corporation to have, the same effect as
a unanimous vote or resolution of the Board of Directors. Any such action taken
by unanimous written consents may, but need not be, set forth in such consents
in the form of resolutions or votes.

                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

     Section 1.    EXECUTIVE COMMITTEE. The Board of Directors by a resolution
adopted by a majority of the full Board of Directors may designate from among
its members an Executive Committee consisting of two or more Directors, and may
delegate to such execute committee all the authority of the Board of Directors
in the management of the corporation's business and affairs, except as limited
by law or the resolution establishing the Executive Committee or any other
resolutions thereafter adopted by the Board of Directors. Vacancies in the
membership of the Executive Committee shall be filled by resolution adopted by a
majority of the full Board of Directors. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the Board of
Directors. Members of the Executive Committee may be removed from office, with
or without cause, by resolution adopted by a majority of the full Board of
Directors.

                                  ARTICLE VIII

                                    OFFICERS

     Section 1.    NUMBER. The officers of the corporation shall be chosen by
the Board of Directors and shall be a Chairman of the Board, the President, a
Clerk, who shall be a resident of Maine, a Secretary and a Treasurer. The Board
of Directors may also elect one or more Executive Vice-Presidents, Senior
Vice-Presidents, Vice-Presidents and one or more Assistant Vice-Presidents,
Assistant Secretaries and Assistant Treasurers who shall hold their offices for
such terms as shall be determined from time to time by the Board of Directors

     Section 2.    ADDITIONAL OFFICERS. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

     Section 3.    COMPENSATION OF OFFICERS. The Board of Directors shall fix
the salaries of all officers of the corporation.

     Section 4.    VACANCIES, TERM AND REMOVAL. The officers of the corporation
shall hold office until their successors are chosen and qualify. The Board of
Directors may remove any officer elected or appointed by the Board of Directors
without cause at any time. The Board of Directors may fill any vacancy occurring
in any office of the corporation.

                                        5


     Section 5.    CHAIRMAN OF THE BOARD The Chairman of the Board shall preside
at all meetings of the shareholders and the Board of Directors.

     Section 6.    PRESIDENT. The President shall be the chief executive officer
of the corporation, shall preside, in the absence of the Chairman of the Board,
at all meetings of the shareholders and the Board of Directors and shall have
general and active management of the business of the corporation, and shall see
that all orders and resolutions of the Board of Directors are carried into
effect.

     Section 7.    EXECUTIVE VICE-PRESIDENTS, SENIOR VICE-PRESIDENTS,
VICE-PRESIDENT. The Executive Vice-Presidents, Senior Vice-Presidents and
Vice-Presidents, if any, or if there shall be more than one, the Executive
Vice-Presidents, Senior Vice-Presidents and Vice-Presidents in the order
determined by the Board of Directors, shall, in the absence of or in the case of
the disability of the President, perform the duties and exercise the powers of
the President and shall perform such other duties and have such other powers as
the Board of Directors may form time to time prescribe.

     Section 8.    SECRETARY. Upon request of the Board of Directors, the
Secretary or the Clerk shall attend meetings of the Board of Directors and
record all the proceedings of the Board of Directors in a book kept for that
purpose, and shall give notice of special meetings of the Board of Directors,
and shall perform like duties for the Executive Committee. The Secretary shall
perform such other duties as may be prescribed by the Board of Directors or the
President, under whose supervision he shall be. He, or an Assistant Secretary,
shall have authority to affix the corporate seal to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary or by the Clerk. The Board of Directors may give
general authority to any other officer to affix the seal of the corporation and
to attest the same. The Secretary shall have such other powers and duties as are
prescribed by law or by the Board of Directors.

     Section 9.    CLERK. The Clerk shall keep, in a book kept for such purpose,
the records of all shareholder's' meetings, including records of all votes and
minutes of such meetings, and shall perform such duties and have such powers as
are prescribed by law.

     Section 10.   ASSISTANT SECRETARY. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries, in the order determined by the Board
of Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

     Section 11.   TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the corporation.

                                       6




     Section 12. ASSISTANT TREASURERS. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers, in the order determined by
the Board of Directors, shall, in the absence of or in case of the disability
of the Treasurer, perform the duties and exercise the powers of the Treasurer
and shall perform such other duties and have such other powers as the Board
of Directors may from time to time prescribe.

                                    ARTICLE IX

                      VOTING SHARES OF OTHER CORPORATIONS

     Section 1. VOTING SHARES OF OTHER CORPORATIONS. The Chairman of the
Board, if any, the President, any Executive Vice-President, Senior
Vice-President, Vice President, Secretary or Treasurer of this corporation,
in that order, shall have authority to vote shares of other corporations
standing in the name of this corporation, and the Chairman of the Board, the
President, any Executive Vice-President, any Senior Vice-President, any
Vice-President, the Secretary or the Clerk is authorized to execute in the
name and on behalf of this corporation proxies appointing any one or more of
the officers first above named, in the order above named, as the proxyholders
of this corporation.

                                    ARTICLE X

                  CERTIFICATES FOR SHARES AND THEIR TRANSFER


     Section 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and the
Secretary or Assistant Secretary and sealed with the corporate seal or a
facsimile thereof. Each certificate for shares shall be consecutively
numbered or otherwise identified. The name of the person to whom the shares
represented thereby are issued, with he number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled
and no new certificate shall be issued until the former certificate for a
like number of shares shall have been surrendered and cancelled, except that
in cause of a lost, destroyed or mutilated certificate a new one may be
issued therefor in accordance with Section 2 of the ARTICLE X.

     Section 2. LOST CERTIFICATES. The Board of Directors may direct a new
certificate for shares of this corporation to be issued in place of any
certificate theretofore issued by the corporation alleged to have been lost
or destroyed. When authorizing such issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and
may require such indemnities a it deems adequate, to protect the corporation
and its officers and agents form any claim that may be made against it with
respect to any such certificate alleged to have been lost or destroyed. The
powers and duties of the Board prescribed in this ARTICLE X may be delegated
in whole or in part to any registrar or transfer agent."

                                        7




                                   ARTICLE XI

                                   FISCAL YEAR

     Section 1.    FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

                                   ARTICLE XII

                             EXECUTION OF DOCUMENTS

     Section 1.    EXECUTION OF DOCUMENTS. Unless the Board of Directors, the
Executive Committee or the shareholders shall otherwise generally or in any
specific instance provide: (a) any bill, note, check or negotiable instrument
may be executed or endorsed in the name and on behalf of the corporation by the
President or the Treasurer, acting singly, and (b) any other instrument,
documents, deeds, bills of sale or other writings of whatever nature shall be
executed in the name and on behalf of the corporation by the President or the
Treasurer, acting singly, and either officers may sell, acknowledge and deliver
the same.

                                  ARTICLE XIII

                                 INDEMNIFICATION

     Section 1.    GENERAL INDEMNIFICATION. The corporation shall, to the full
extent of its power to do so provided by law, including without limitation
Section 719 of Title 13-A of the Maine Revised Statutes of 1964, as amended, and
laws supplemental thereto or amendatory thereof, indemnify any person who was or
is a Director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a Director, officer, employee or
agent of another corporation, partnership joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him.

     Section 2.    SPECIAL INDEMNIFICATION. Nothing contained in Section 1 of
this ARTICLE XIII shall prevent the corporation, by action of its shareholders
or by action of disinterested Directors, from indemnifying any person, including
without limitation a Director, officer, an employee or an agent of this
corporation, in any particular case, if in the judgment of the corporation such
indemnification should be made.

                                   ARTICLE XIV

                                   AMENDMENTS

     Section 1.    AMENDMENTS. The power to alter, amend or repeal these
By-Laws, and to adopt new By-Laws shall be vested in the Shareholders or the
Board of Directors of the corporation.

                                        8



                                                                    Exhibit 3.72

                                                                     RNB
                                                                    FILED

                                                                 JUL 12  1994
                                                                    7-12-94
                                                                LONNA R. HOOKS
                                                              Secretary of State
                                                                   0937089

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          KTI ENVIRONMENTAL GROUP, INC.

To:  The Secretary of State
     State of New Jersey

          Pursuant to the provisions of N.J.S.A. 14A:9-5, the undersigned
corporation hereby executes the following Restated Certificate of Incorporation:

                                  ARTICLE FIRST

          The name of the corporation is KTI, Inc. (the "Corporation").

                                 ARTICLE SECOND

          The purpose of the Corporation is to engage in any activity within the
purposes for which corporations may be organized under the New Jersey Business
Corporation Act.

                                  ARTICLE THIRD

          The total number of shares of Common Stock which the Corporation shall
have authority to issue is forty million (40,000,000) shares without par value.
The Corporation shall also have authority to issue ten million (10,000,000)
shares of Preferred Stock.

          The following is a statement of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof, in respect of each class of stock of the Corporation:

                         I. UNDESIGNATED PREFERRED STOCK

          Subject to the limitations prescribed by law, the Board of Directors
of the Corporation shall have the authority to cause the issuance of one or more
series of Preferred Stock and with respect to each such series, to fix by
resolution or resolutions providing for the issuance of such series, the number
of shares of such series, the voting powers, full or limited, if any, of the
shares of such series and the designations, preferences and relative,
participating, optional or other special rights and the qualifications,
limitations or restrictions thereof. The Board of Directors shall have all



powers and rights with respect to the Preferred Stock which are not inconsistent
with any limitations prescribed by law or this Article Third, including, but not
limited to, the determination or fixing of the following:

          (i)    The designation and number of shares of such series.

          (ii)   The dividend rate of such series, the conditions and dates upon
which such dividends shall be payable, the relation which such dividends shall
bear to the dividends payable on any other class or classes of stock, and
whether such dividends shall be cumulative or noncumulative.

          (iii)  Whether the shares of such series shall be subject to
redemption by the Corporation and, if made subject to such redemption, the
times, prices and other terms and conditions of such redemption.

          (iv)   The terms and amount of any sinking fund provided for the
purchase or redemption of the shares of such series.

          (v)    Whether or not the shares of such series shall be convertible
into or exchangeable for shares of any other class or classes or of any other
series of any class or classes of stock of the Corporation, and, if provision be
made for conversion or exchange, the times, prices, rates, adjustments, and
other terms and conditions of such conversion or exchange.

          (vi)   The extent, if any, to which the holders of the shares of such
series shall be entitled to vote with respect to the election of directors or
otherwise.

          (vii)  The restrictions, if any, on the issue or reissue of any
additional Preferred Stock.

          (viii) Notwithstanding any other provision of this Article Third, the
rights of the holders of the shares of such series upon the dissolution of, or
upon the distribution of assets of, the Corporation.

          Unless and except to the extent otherwise required by law or provided
in the resolution or resolutions of the Board of Directors creating any series
of Preferred Stock, the holders of Preferred Stock shall have no voting power
with respect to any matter whatsoever.

                                      - 2 -


                                II. COMMON STOCK

          The Common Stock shall rank junior to the Preferred Stock with respect
to payment of dividends and distribution on liquidation, dissolution or winding
up of the Corporation.

          Except as required by law or as otherwise provided in the resolution
or resolutions of the Board of Directors creating any series of Preferred Stock,
all voting rights shall be vested in the holders of the Common Stock. At each
meeting of stockholders of the Corporation, each holder of Common Stock shall be
entitled to one vote for each share on each matter to come before the meeting.

                                 ARTICLE FOURTH

          The address of the Corporation's current registered office is 7000
Boulevard East, Guttenberg, New Jersey 07093 and the name of its current
registered agent at such address is Nicholas Menonna, Jr.

                                  ARTICLE FIFTH

          A.   The business affairs of the Corporation shall be managed by or
under the direction of the Board of Directors consisting of not less than three
directors with the actual number to be fixed from time to time by a vote of the
majority of the directors then in office.

          B.   The current total number of directors is three. The names and
addresses of the current directors is as follows:

Name                            Address
- ----                            -------
Nicholas Menonna, Jr.      c/o KTI, Inc.
                           7000 Boulevard East
                           Guttenberg, NJ 07093

Martin J. Sergi            c/o KTI, Inc.
                           7000 Boulevard East
                           Guttenberg, NJ 07093

Marshall S. Sterman        c/o KTI, Inc.
                           7000 Boulevard East
                           Guttenberg, NJ 07093

                                      - 3 -


                                  ARTICLE SIXTH

          A director or officer of the Corporation shall not be personally
liable to the Corporation or its shareholders for damages for breach of any duty
owed to the Corporation or its shareholders, except that a director or officer
shall not be relieved of any liability under this provision for any breach of
duty based upon an act or omission (a) in breach of such person's duty of
loyalty to the Corporation or its shareholders, (b) not in good faith or
involving a knowing violation of law or (c) resulting in receipt by such person
of an improper personal benefit. Neither the amendment or repeal of this Article
SIXTH, nor the adoption of any provision of this Restated Certificate of
Incorporation inconsistent with this Article SIXTH shall eliminate or reduce the
protection afforded by this Article SIXTH to a director or officer of the
Corporation in respect to any matter which occurred, or any cause of action,
suit or claim which but for this Article SIXTH would have arisen, prior to such
amendment, repeal or adoption.

                                 ARTICLE SEVENTH

          A.   The Corporation shall indemnify, to the fullest extent from time
to time permitted by law, any person made, or threatened to be made, a party to,
or a witness or other participant in, any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative,
arbitrative, legislative, investigative, or of any other kind, by reason of the
fact that such person is or was a corporate agent of the Corporation or any
subsidiary of the Corporation or serves or served any other enterprise at the
request of the Corporation (including specifically, but not limited to, service
as a fiduciary with respect to any employee benefit plan) against expenses
(including attorneys' fees), judgments, fines, penalties, excise taxes, and
amounts paid in settlement (including amounts paid pursuant to judgments or
settlements in derivative actions), actually and reasonably incurred by such
person in connection with such action, suit, or proceeding, or any appeal
therein. The rights provided by this Article SEVENTH to any person shall inure
to the benefit of such person's legal representative. Neither amendment or
repeal of this Article SEVENTH, nor the adoption of any provision of this
Restated Certificate of Incorporation inconsistent with this Article SEVENTH,
shall deprive any person of rights hereunder arising out of any matter which
occurred prior to such amendment, repeal or adoption. No indemnification
pursuant to

                                      - 4 -


this Article shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending action or proceeding
unless the Corporation has given its prior consent to such settlement or other
disposition.

          B.   As used in this Article "corporate agent" means any person who is
or was a director, officer, employee or agent of the Corporation or of any
constituent corporation absorbed by the Corporation in a consolidation or merger
and any person who is or was a director, officer, trustee, employee or agent of
any other enterprise, serving as such at the request of the Corporation, or of
any such constituent corporation, or the legal representative of any such
director, officer, trustee, employee or agent.

          C.   The Corporation shall have the authority to purchase and maintain
insurance covering its corporate agents against expenses and liabilities
incurred in connection with any action or proceeding in which such persons are a
participant because of their service to the Corporation, any subsidiary of the
Corporation or any other enterprise at the request of the Corporation.

          D.   To the full extent from time to time permitted by law, expenses
incurred by a person in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action upon receipt of an undertaking by or on behalf of such person to repay
such amount to the extent the expenses so advanced exceed the indemnification to
which it is ultimately determined that he is entitled.

                                 ARTICLE EIGHTH

               A.   The merger or consolidation of the Corporation with any
other corporation or the sale, lease, exchange or other disposition of all or
substantially all the assets of the Corporation may be effected only if, in
addition to any affirmative vote required by law or otherwise, such transaction
shall have been approved by the affirmative vote of not less than eighty percent
(80%) of the votes entitled to be cast by the holders of all then outstanding
shares of Voting Stock, voting together as a single class; provided, however,
that such additional voting requirement shall not be applicable in the event
that the transaction shall have been approved by not less than the greater of
(a) three-fourths of the Disinterested Directors or (b) two Disinterested
Directors; and provided, further, that this Article EIGHTH shall not be

                                      - 5 -


applicable to a Business Combination, as defined in Article NINTH hereof.

               B.   For purposes of this Article EIGHTH:

               1.   The term "Disinterested Director" means any member of the
Board of Directors of the Corporation, while such person is a member of the
Board of Directors, who is not an Affiliate, Associate or representative of any
party to the transaction (other than the Corporation or a corporation all of the
capital stock of which, except for directors' qualifying shares, is beneficially
owned directly or indirectly by the Corporation) and either was a member of the
Board of Directors on the date of approval of this Article EIGHTH by the Board
or was recommended for election to the Board of Directors, or elected to fill a
vacancy on the Board, by a majority of Disinterested Directors.

               2.   The terms "Voting Stock", "Affiliate" and "Associate" have
the meanings set forth in Article NINTH hereof.

               C.   A majority of the Disinterested Directors shall have the
power and duty to determine for the purposes of this Article EIGHTH, on the
basis of information known to them after reasonable inquiry, all facts necessary
to determine compliance with this Article EIGHTH.

               D.   The affirmative vote of not less than eighty percent (80%)
of the votes entitled to be cast by the holders of all then outstanding shares
of Voting Stock, voting together as a single class, shall be required to amend
or repeal, or adopt any provisions inconsistent with, this Article EIGHTH.

                                  ARTICLE NINTH

               A.   HIGHER VOTE FOR BUSINESS COMBINATIONS. In addition to any
affirmative vote required by law or otherwise, and except as otherwise expressly
provided in Section B of this Article NINTH, a Business Combination (as
hereinafter defined) shall require the affirmative vote of not less than eighty
percent (80%) of the votes entitled to be cast by the holders of all then
outstanding shares of Voting Stock (as hereinafter defined), voting together as
a single class. Such affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage or separate class vote
may be specified, by law or otherwise.

                                      - 6 -


               B.   WHEN HIGHER VOTE NOT REQUIRED. The provisions of Section A
of this Article NINTH shall not be applicable to a particular Business
Combination if the conditions specified in either of the following paragraphs 1
or 2 are met!

               1.   APPROVAL BY CONTINUING DIRECTORS. The Business Combination
shall have been approved by not less than three-fourths of the Continuing
Directors (as hereinafter defined).

               2.   PRICE. FORM OF CONSIDERATION AND PROCEDURAL REQUIREMENTS.
All of the following conditions shall have been met:

                    (a)  The transaction constituting the Business Combination
          shall provide for a consideration to be received by all holders of
          Common Stock in exchange for all of their shares of Common Stock and
          the aggregate amount of cash and the Fair Market Value (as hereinafter
          defined) as of the date of the consummation of the Business
          Combination of consideration other than cash to be received per share
          in such Business Combination by holders of Common Stock shall be at
          least equal to the highest amount determined under clauses (i), (ii)
          and (iii) below:

                         (i)   (if applicable) the highest per share price
               (including any brokerage commissions, transfer taxes and
               soliciting dealer's fees) paid by or on behalf of the Interested
               Shareholder for any share of Common Stock in connection with the
               acquisition by the Interested Shareholder of beneficial ownership
               of Common Stock (x) within the two-year period immediately prior
               to the date of the first public announcement of the proposed
               Business Combination (the "Announcement Date") or (y) in the
               transaction in which it became an interested Shareholder,
               whichever is higher, in either case as adjusted for any
               subsequent stock split, stock dividend, subdivision or
               reclassification with respect to Common Stock;

                         (ii)  the Fair Market Value per share of Common Stock
               on the second business day after the Announcement Date or on the
               date on which an Interested Shareholder became an Interested
               Shareholder (the "Determination Date"), whichever is higher, as
               adjusted for any subsequent stock

                                      - 7 -


               split, stock dividend, subdivision or reclassification with
               respect to Common Stock; or

                         (iii) the highest Fair Market value per share of Common
               Stock on any date during the period from (x) a date 30 days after
               the later of the Announcement Date and the Determination Date to
               (y) the date on which the proxy or information statement referred
               to in Paragraph 2(f) is mailed to the shareholders of the
               Corporation, as adjusted for any subsequent stock split, stock
               dividend, subdivision or reclassification with respect to Common
               Stock.

                    (b) If the transaction constituting the Business Combination
          shall provide for a consideration to be received by holders of any
          class or series of outstanding Capital Stock (as hereinafter defined)
          other than Common Stock, the aggregate amount of cash and the Fair
          Market Value as of the date of the consummation of the Business
          Combination of consideration other than cash to be received per share
          in such Business Combination by holders of such class or series of
          Capital Stock shall be at least equal to the highest amount determined
          under clauses (i), (ii), (iii) and (iv) below.

                         (i)   (if applicable) the highest per share price
               (including any brokerage commissions, transfer taxes and
               soliciting dealers' fees) paid by or on behalf of the Interested
               Shareholder for any share of such class or series of Capital
               Stock in connection with the acquisition by the Interested
               Shareholder of beneficial ownership of such class or series of
               Capital Stock (x) within the two-year period immediately prior to
               the Announcement Date or (y) in the transaction in which it
               became an Interested Shareholder, whichever is higher, in either
               case as adjusted for any subsequent stock split, stock dividend,
               subdivision or reclassification with respect to such class or
               series of Capital Stock;

                         (ii)  the Fair Market Value per share of such class or
               series of Capital Stock on the second business day after the
               Announcement Date or on the Determination Date, whichever is
               higher, as adjusted for any subsequent stock split, stock
               dividend, subdivision or reclassiflcation with respect to such
               class or series of Capital Stock;

                                      - 8 -


                         (iii) the highest Fair Market Value per share of such
               class or series of Capital Stock on any date during the period
               from (x) a date 30 days after the later of the Announcement Date
               and the Determination Date to (y) the date on which the proxy or
               information statement referred to in Paragraph 2{f) is mailed to
               the shareholders of the Corporation, as adjusted for any
               subsequent stock split, stock dividend or reclassification with
               respect to such class or series of Capital Stock; or

                         (iv)  (if applicable) the highest preferential amount
               per share to which the holders of shares of such class or series
               of Capital Stock would be entitled in the event of any voluntary
               or involuntary liquidation, dissolution or winding up of the
               affairs of the Corporation, regardless of whether the Business
               Combination, to be consummated constitutes each an event.

          The provisions of this Paragraph 2(b) shall be required to be met with
          respect to every class or series of outstanding Capital Stock other
          than Common Stock whether or not the Interested Shareholder has
          previously acquired beneficial ownership of any shares of a particular
          class or series of Capital Stock.

                    (c)  The consideration to be received by holders of a
          particular class or series of outstanding Capital Stock shall be in
          cash or in the same form as previously has been paid by or on behalf
          of the Interested Shareholder in connection with its direct or
          indirect acquisition of beneficial ownership of shares of such class
          or series of Capital Stock. If the consideration so paid for shares of
          any class or series of Capital Stock varied as to form, the form of
          consideration for such class or series of Capital Stock shall be
          either cash or the form used to acquire beneficial ownership of the
          largest number of shares of such class or series of Capital Stock
          previously acquired by the Interested Shareholder.

                    (d)  After such Interested Shareholder has become an
          Interested Shareholder and prior to the consummation of such Business
          Combination: (i) except as approved by a majority of the Continuing
          Directors,

                                      - 9 -


          there shall have been no failure to declare and pay at the regular
          date therefor any full quarterly dividends (whether or not cumulative)
          payable in accordance with the terms of any outstanding Capital Stock;
          (ii) there shall have been (x) no reduction in the annual rate of
          dividends paid on the Common Stock (except as necessary to reflect any
          stock dividend or subdivision of the Common Stock) other than as
          approved by a majority of the Continuing Directors and (y) an increase
          in such annual rate of dividends as necessary to prevent any such
          reduction in the event of any reclassification (including any reverse
          stock split), recapitalization, reorganization or any similar
          transaction which has the effect of reducing the number of outstanding
          shares of Common Stock, unless the failure so to increase such annual
          rate is approved by a majority of the Continuing Directors; (iii) such
          Interested Shareholder shall not have become the beneficial owner of
          any additional shares of Capital Stock except as part of the
          transaction that results in such Interested Shareholder becoming an
          Interested Shareholder and except in a transaction that, after giving
          effect thereto, would not result in any increase in the Interested
          Shareholder's percentage beneficial ownership of any class or series
          of Capital Stock.

                    (e)  After such Interested Shareholder has become an
          Interested Shareholder, such Interested Shareholder shall not have
          received the benefit, directly or indirectly (except proportionately
          as a shareholder of the Corporation), of any loans, advances,
          guarantees, pledges or other financial assistance or any tax credits
          or other tax advantages provided by the Corporation or any Subsidiary
          (as hereinafter defined), whether in anticipation of or in connection
          with such Business Combination or otherwise.

                    (f)  A proxy or information statement describing the
          proposed Business Combination and complying with the requirements of
          the Securities Exchange Act of 1934, as amended, and the rules and
          regulations thereafter (the "Act") (or any subsequent provisions
          replacing such Act, rules or regulations) shall be mailed to all
          shareholders of the Corporation at least 30 days prior to the
          consummation of such Business Combination (whether or not such proxy
          or information statement is required to be mailed pursuant to such Act
          or subsequent provisions). The

                                     - 10 -


          proxy or information statement shall contain on the first page
          thereof, in a prominent place, any statement as to the advisability
          (or inadvisability) of the Business Combination that the Continuing
          Directors, or any of them, may choose to make and, if deemed advisable
          by a majority of the Continuing Directors, the opinion of an
          investment banking firm selected by a majority of the Continuing
          Directors as to the fairness (or not) of the terms of the Business
          Combination from a financial point of view to the holders of the
          outstanding shares of Capital Stock of the Corporation other than the
          Interested Shareholder and its Affiliates or Associates (as
          hereinafter defined), such investment banking firm to be paid a
          reasonable fee for its services by the Corporation.

                    (g)  Such Interested Shareholder shall not have made any
          major change in the business or equity capital structure of the
          Corporation or any Subsidiary without the approval of a majority of
          the Continuing Directors.

                    (h)  The Business Combination shall have been approved by
          not less than a majority of the entire Board of Directors.

                    (i)  The Board of Directors of the Corporation shall at all
          times include not less than two Continuing Directors.

               C.   CERTAIN DEFINITIONS. Four the purposes of this Article
NINTH:

               1.   "BUSINESS COMBINATION" The term "Business Combination" shall
mean:

                    (a)  any merger or consolidation of the Corporation or any
          Subsidiary (as hereinafter defined) with (i) any Interested
          Shareholder or (ii) any other corporation (whether or not itself an
          Interested Shareholder) which is or after such merger or consolidation
          would be an Affiliate or Associate of an Interested Shareholder; or

                    (b)  any sale, lease, exchange, mortgage, pledge, transfer
          or other disposition (in one transaction or a series of transactions)
          to, with or by any Interested Shareholder or any Affiliate or
          Associate of any Interested Shareholder involving any

                                     - 11 -


          assets (including cash) or securities of the Corporation, any
          Subsidiary or any Interested Shareholder or any Affiliate or Associate
          of any Interested Shareholder having an aggregate Fair Market Value of
          $20,000,000 or more; or

                    (c)  the adoption of any plan or proposal for the
          liquidation or dissolution of the Corporation proposed by or on behalf
          of an Interested Shareholder or any Affiliate or Associate of any
          Interested Shareholder; or

                    (d)  any reclassification of securities (including any
          reverse stock split), or recapitalization of the Corporation, or any
          merger or consolidation of the Corporation with any of its
          Subsidiaries or any other transaction (whether or not with or
          otherwise involving an Interested Shareholder) that has the effect,
          directly or indirectly, of increasing the proportionate share of any
          class or series of Capital Stock, or any securities convertible into
          Capital Stock or into equity securities of any Subsidiary, that is
          beneficially owned by any Interested Shareholder or any Affiliate or
          Associate of any Interested Shareholder, or

                    (e)  any agreement, contract or other arrangement providing
          for any one or more of the actions specified in the foregoing clauses
          (a) to (d).

               2.   "CAPITAL STOCK"; "VOTING STOCK". The term "Capital Stock"
shall mean all capital stock of the Corporation authorized to be issued from
time to time under Article THIRD of this Restated Certificate of Incorporation,
and the term "Voting Stock" shall mean all Capital Stock which by its terms may
be voted on all matters submitted to shareholders of the Corporation generally,

               3.   "PERSON". The term "person" shall mean any individual, firm,
corporation or other entity and shall include any group comprised of any person
and any other person with whom such person or any Affiliate or Associate of such
person has any agreement, arrangement or understanding, directly or indirectly,
for the purposes of acquiring, holding, voting or disposing of Capital Stock.

               4.   "INTERESTED SHAREHOLDER". The term "Interested Shareholder"
shall mean any person (other than the Corporation, any Subsidiary, any
profit-sharing, employee stock

                                     - 12 -


ownership or other employee benefit plan of the Corporation or any Subsidiary or
any trustee of or fiduciary with respect to any such plan when acting in such
capacity, or any person who, on the date of approval by the Board of Directors
of this Article, is a director of the Corporation) who (a) is the beneficial
owner of Voting Stock representing ten percent (10%) or more of the votes
entitled to be cast by the holders of all then outstanding shares of Voting
Stock, or (b) is an Affiliate or Associate of the Corporation and at any time
within the two-year period immediately prior to the date in question was the
beneficial owner of Voting Stock representing ten percent (10%) or more of the
votes entitled to be cast by the holders of all then outstanding shares of
Voting Stock or (c) is an assignee of or has otherwise succeeded to the
beneficial ownership of any shares of Voting Stock which were at any time within
the two-year period immediately prior to the date in question beneficially owned
by an Interested Shareholder, if such assignment or succession shall have
occurred in the course of a transaction or series of transactions not involving
a public offering within the meaning of the Securities Act of 1933, as amended.

               5.   "BENEFICIAL OWNER". A person shall be a "beneficial owner"
of any Capital Stock (a) which such person or any of its Affiliates or
Associates owns, directly or indirectly; (b) which such person or any of its
Affiliates or Associates has, directly or indirectly, (i) the right to acquire
(whether such right is exercisable immediately or, subject only to the passage
of time), pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants or options, or
otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or
understanding; or (c) which are owned, directly or indirectly, by any other
person with which such person or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose of acquiring, holding,
voting or disposing of any shares of Capital Stock. For the purposes of
determining whether a person is an Interested Shareholder pursuant to Paragraph
4 of this Section C, the number of shares of Capital Stock deemed to be
outstanding shall include shares deemed beneficially owned by such person
through application of this Paragraph 5, but shall not include any other shares
of Capital Stock that may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or options, or
otherwise.

               6.   "AFFILIATE"; "ASSOCIATE". The terms "Affiliate" and
"Associate" shall have the respective meanings

                                     - 13 -


ascribed to such terms in Rule 12b-2 under the Act as in effect on December 31,
1993 (the term "registrant" in said Rule 12b-2 meaning in this case the
Corporation).

               7.   "SUBSIDIARY". The term "Subsidiary" means any corporation of
which a majority of any class of equity security is beneficially owned by the
Corporation; provided, however, that for the purposes of the definition of
Interested Shareholder set forth in Paragraph 4 of this Section C, the term
"Subsidiary" shall mean only a corporation of which a majority of each class of
equity security is beneficially owned by the Corporation.

               8.   "CONTINUING DIRECTOR". The term "Continuing Director" means
any member of the Board of Directors of the Corporation, while such person is a
member of the Board of Directors, who is not an Affiliate or Associate or
representative of the Interested Shareholder and either was a member of the
Board of Directors on the date of approval of this Article NINTH by the Board of
Directors or was recommended for election to the Board of Directors, or elected
to fill a vacancy on the Board by a majority of Continuing Directors.

               9.   "FAIR MARKET VALUE". The term "Fair Market value" means (a)
in the case of cash, the amount of such cash; (b) in the case of stock, the
highest closing sale price during the 30-day period immediately preceding the
date in question of a share of such stock on the Composite Tape for New York
Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite
Tape, on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Act on which such stock is listed, or, if such stock is not listed on any
such exchange, the highest sale price, or if not available the highest closing
bid quotation, with respect to a share of such stock during the 30-day period
preceding the date in question, in each case on the National Association of
Securities Dealers, Inc. Automated Quotations System or any similar system then
in use, or if no such prices or quotations are available, the fair market value
on the date in question of a share of such stock as determined by a majority of
the Continuing Directors in good faith; and (c) in the case of property other
than cash or stock, the fair market value of such property on the date in
question as determined in good faith by a majority of the Continuing Directors.

               10.  "CONSIDERATION OTHER THAN CASH TO BE RECEIVED". In the event
of any Business Combination described in Paragraph (a) of Section C of this
Article NINTH in which

                                     - 14 -


the Corporation survives, the phrase "consideration other than cash to be
received" as used in Paragraphs 2(a) and 2(b) of Section B of this Article NINTH
shall include the shares of Common Stock and/or the shares of any other class or
series of Capital Stock retained by the holders of such shares.

               D.   POWERS AND DUTIES OF CONTINUING DIRECTORS. A majority of the
Continuing Directors shall have the power and duty to determine for the purposes
of this Article NINTH, on the basis of information known to them after
reasonable inquiry, all facts necessary to determine compliance with this
Article NINTH, including: (a) whether a person is an Interested Shareholder, (b)
the number of shares of Capital Stock or other securities beneficially owned by
any person, (c) whether a person is an Affiliate, Associate or representative of
another, (d) whether the assets that are the subject of any Business Combination
have, or the consideration to be received for the issuance or transfer of
securities by the Corporation or any Subsidiary in any Business Combination, has
an aggregate Fair Market Value of $20,000,000 or more, (e) whether the
requirements of Section B of this Article NINTH have been met and (f) such other
matters with respect to which a determination is required under this Article
NINTH. Any such determination made in good faith shall be, binding and
conclusive on all parties.

               E.   NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED
SHAREHOLDERS. Nothing contained in this Article NINTH shall be construed to
relieve any Interested Shareholder from any fiduciary obligation imposed by law.

               F.   EFFECT ON OBLIGATIONS OF BOARD OF DIRECTORS. The fact that
any Business Combination complies with the provisions of Section B of this
Article NINTH shall not be construed to impose any fiduciary duty, obligation or
responsibility on the Board of Directors, or any member thereof, to approve such
Business Combination or recommend its adoption or approval to the shareholders
of the Corporation, nor shall such compliance limit, prohibit or otherwise
restrict in any manner the Board of Directors, or any member thereof, with
respect to evaluations of or actions and responses taken with respect to such
Business Combination.

               G.   AMENDMENT, REPEAL, ETC. The affirmative vote of not less
than eighty percent (80%) of the votes entitled to be cast by the holders of all
then outstanding shares of Voting Stock, voting together as a single class,
shall be required to amend or repeal, or adopt any provisions inconsistent with,
this Article NINTH, provided, however, that, this Section G

                                     - 15 -


shall not apply to, and such eighty percent (80%) vote shall not be required
for, any amendment, repeal or adoption unanimously recommended by the Board of
Directors if all of such directors are persons who would be eligible to serve as
Continuing Directors within the meaning of Section C, Paragraph 8 of this
Article NINTH.

          IN WITNESS WHEREOF, the undersigned has executed this Restated
Certificate of Incorporation as of this 7th day of July, 1994.

                                                   KTI ENVIRONMENTAL GROUP, INC.


                                                   By: /s/ Nicholas Menonna, Jr.
                                                      --------------------------
                                                      Nicholas Menonna, Jr.
                                                      President

                                     - 16 -


                    CERTIFICATE REQUIRED TO BE FILED WITH THE
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          KTI ENVIRONMENTAL GROUP, INC.

To:  The Secretary of State
     State of New Jersey

          Pursuant to the provisions of N.J.S.A. 14A:9-5(5), the undersigned
corporation hereby executes the following certificate:

          FIRST:  Upon the filing of this Restated Certificate of Incorporation,
the name of the corporation is KTI, Inc.

          SECOND:  The Restated Certificate of Incorporation was adopted on July
6, 1994.

          THIRD:  At the time of the adoption of this Restated Certificate of
Incorporation, the number of shares outstanding was 1,036,714.66 shares of Class
A Common Stock and 622,460 shares of Class C Common Stock. Such shares were
entitled to vote as a single class and the vote of such shares was:



                              Number of Shares Voted
Total Number of Shares   --------------------------------
   Entitled to Vote          For        Against   Abstain
- ----------------------   -----------    -------   -------
                                         
1,659,174.66             1,658,474.66      0        700


          FOURTH:  This Restated Certificate of Incorporation restates and
integrates and further amends the Certificate of Incorporation, as amended, in
the following respects:

          A.   Article First is amended to change the name of the Corporation.

          B.   Article Third is amended to provide for a reclassification of the
capital stock of the Corporation in its entirety. Each share of each class of
the Corporation's common stock outstanding on the date of filing of this
Restated Certificate of Incorporation with the Secretary of State shall be
automatically changed and reclassified without further action to one share of
the reclassified common stock. Each share of each class of the Corporation's
common stock which is held as a treasury share on the date of filing of this
Restated Certificate of Incorporation with the Secretary of State shall be
cancelled.



          C.   Article Fifth is amended and restated in its entirety.

          D.   Article Seventh is redesignated as Article Sixth and amended to
include officers as well as directors. The previous Article Sixth which set
forth a statement of the incorporator of the Corporation is omitted as no longer
necessary pursuant to N.J.S.A. 14A:9-5(4)(b).

          E.   Article Eighth is deleted in its entirety.

          F.   Articles Seventh, Eighth and Ninth are new.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of this 7th day of July, 1994.

                                                 KTI ENVIRONMENTAL GROUP, INC.


                                                 By: /s/ Nicholas Menonna, Jr.
                                                     ---------------------------
                                                     Nicholas Menonna, Jr.
                                                     President

                                      - 2 -


                                                                      ADB
                                                                     FILED

                                                                  FEB 8 1995

                                                                LONNA R. HOOKS
                                                              Secretary of State
                                                                   0991656

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                   RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                    KTI, INC.

          Pursuant to the provisions of Sections 14A:9-2(4) and l4A:9-4(3),
Corporations, General, of the New Jersey Statutes, the undersigned corporation
executes the following Certificate of Amendment to its Restated Certificate of
Incorporation:

          WHEREAS, a Restated Certificate of Incorporation of KTI, Inc. (the
"Corporation") was filed with the Secretary of State of the State of New Jersey
on July 12, 1994 under which the Corporation was authorized to issue 40,000,000
shares of Common Stock; and

          WHEREAS, the Corporation subsequently effected, by board of directors
action alone on September 16, 1994, a share combination with each outstanding
share of the Corporation's capital stock becoming .8994 of a share, with the
aggregate number of shares then held by each stockholder rounded up to the next
full share (the "Reverse Split"); and

          WHEREAS, under the terms of Section 14A:7-l5.l(5), Corporations,
General, of the New Jersey Statutes, the number of authorized shares of the
Corporation of Common Stock was automatically reduced to 35,976,000; and

          WHEREAS, the Corporation desires to amend its Restated Certificate of
Incorporation to increase the authorized shares of capital stock of the
Corporation to 40,000,000 shares of common stock after giving effect to the
reduction of authorized shares as a result of the Reverse Split.

          It is hereby certified as follows:

          1.   The name of the corporation is KTI, Inc. (the "Corporation").

          2.   The following amendment to the Corporation's Certificate of
Incorporation was approved by unanimous written consent of the directors of the
Corporation on September 16, 1994 and thereafter duly adopted by the
shareholders of the Corporation at a special meeting of shareholders of the
Corporation held on February 7, 1995:



          RESOLVED, that the Corporation be authorized to issue FORTY MILLION
          (40,000,000) shares of Common Stock without par value, after giving
          effect to the .8994 for one share combination which was authorized by
          the board of directors; and it is further

          RESOLVED, that the text of ARTICLE THIRD remain as set forth in the
          Restated Certificate of Incorporation as filed with the New Jersey
          Secretary of State on July 12, 1994.

          3.   The total number of shares entitled to vote on the amendment was
9,647,479.

          4.   The number of shares that voted for the amendment was 9,643,408
and the number of shares that voted against the amendment was -0-.

          The effective date of this Amendment to the Corporation's Restated
Certificate of Incorporation shall be upon filing.

Dated this 8th day of February, 1995.

                                                 KTI, INC.


                                                 By: /s/ Nicholas Menonna, Jr.
                                                     ---------------------------
                                                     Nicholas Menonna, Jr.
                                                     President

                                      - 2 -


                                                                      MGB
                                                                     FILED

                                                                  FEB 8 1995

                                                                LONNA R. HOOKS
                                                              Secretary of State
                                                                   0991660

                              CERTIFICATE OF MERGER

                                       OF
                           CONVERGENT SOLUTIONS, INC.,
                             A DELAWARE CORPORATION

                                      INTO

                                    KTI, INC.
                            A NEW JERSEY CORPORATION

                          Under Section 14A:10-7 of the
                       New Jersey Business Corporation Act

TO:       THE SECRETARY OF STATE
          STATE OF NEW JERSEY

          Pursuant to the provisions of Sections l4A:10-4.1 and 14A:lO-7 of the
New Jersey Business Corporation Act, the undersigned does hereby certify:

          FIRST: The name of each of the constituent corporations is,
respectively, Convergent Solutions, Inc., a Delaware corporation ("Convergent"),
and, KTI, Inc., a New Jersey corporation ("KTI"). KTI is the corporation
surviving the merger.

          SECOND: The plan of merger was originally set forth in an Agreement
and Plan of Merger dated as of July 18, 1994 between Convergent and KTI.
Subsequently, the parties agreed to modify the transaction in certain respects.
Therefore, KTI and Convergent entered into an Amended and Restated Agreement

                                                                      0100279875



and Plan of Merger dated as of September 16, 1994 (the "Merger Agreement"). The
Merger Agreement was amended by Amendment No. 1 dated as of December 1, 1994 in
order to extend a deadline for the closing of the merger from January 31, 1995
to March 31, 1995. The plan of merger as set forth in the Merger Agreement
provides for the following:

          (A)  Convergent shall be merged into KTI and the name of the surviving
corporation shall be KTI.

          (B)  The Certificate of Incorporation of KTI shall be the certificate
of incorporation of the surviving corporation.

          (C)  KTI shall assume all liabilities of Convergent.

          (D)  Each share of Convergent common stock shall be automatically
converted into the right to receive one share of KTI common stock.

          THIRD: On February 7, 1995, the shareholders of KTI duly approved the
Merger Agreement in accordance with N.J.S.A, 14A:10-7 and N.J.S.A. 14A:10-3,
and on February 7, 1995 the shareholders of Convergent duly approved the Merger
Agreement in accordance with the Delaware General Corporation Law.

          FOURTH: As to each corporation whose shareholders are entitled to
vote, the number of shares entitled to vote is as follows:



                               Total Number of Shares
Name of Corporation            Entitled to Vote
- -------------------            ----------------------
                            
KTI                            9,647,479

Convergent                     5,145,839


                                       -2-


          At to each corporation, the number of shares voted for and voted
against the merger are as follows:



                    Number of           Number of Shares
Name of             Shares Voted        Voted AGAINST
Corporation         FOR the Merger      the Merger            Abstentions
- -----------         --------------      ----------------      -----------
                                                        
KTI                   9,643,408                 0                    0

Convergent            3,111,872           133,916                7,800


          FIFTH: The merger shall be effective as of February 8, 1995 at 5:00
P.M.

          SIXTH: The applicable laws of the State of Delaware, the jurisdiction
of organization of Convergent, permit the merger contemplated by the Merger
Agreement and such laws will, upon compliance with filing and recording
requirements, have been complied with in respect to the merger.

          IN WITNESS WHEREOF, each of the corporations hereto, has caused this
Certificate of Merger to be executed on its behalf this 8th of February, 1995.


                                               KTI, INC.
                                               a New Jersey Corporation


                                               By: /s/ Nicholas Menonna, Jr.
                                                  ------------------------------
                                                  Nicholas Menonna, Jr.
                                                  President


                                               CONVERGENT SOLUTIONS, INC.
                                               a Delaware corporation


                                               By: /s/ Thomas A. Bosanko
                                                  ------------------------------
                                                  Thomas A. Bosanko, President

                                       -3-


                                                                      ADB
                                                                     FILED

                                                                  MAR 15 1995

                                                                LONNA R. HOOKS
                                                              Secretary of State
                                                                   1000869

                            CERTIFICATE 0F AMENDMENT
                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                    KTI, INC.

          Pursuant to the provisions of Sections 14A:17-15.l(3), 14A:9-2(2) and
14A:9-4(2). Corporations, General, of the New Jersey Statutes, the undersigned
corporation executes the following Certificate of Amendment to its Restated
Certificate of Incorporation:

          1.   The name of the corporation is KTI, Inc. (the "Corporation").

          2.   The Board of Directors of the Corporation adopted a resolution
approving a combination of the issued shares of the Corporation's common stock
on March 10, 1995.

          3.   The amendment to the Corporation's Restated Certificate of
Incorporation, as amended made hereby will not adversely affect the rights or
preferences of the holders of outstanding shares of any class or series and will
not result in the percentage of authorized shares that remains unissued after
the share combination exceeding the percentage of authorized shares that was
unissued before the share combination.

          4.   The class of the Corporation's stock subject to the combination
is its Common Stock, no par value. The shares are to be combined on a one share
for each three shares basis. No fractional shares will be issued as a result of
the combination. Stockholders will receive cash in lieu of fractional shares to
which they would otherwise be entitled.

          5.   In connection with the Share combination ARTICLE THIRD of the
Restated Certificate of Incorporation, as previously amended, is amended to
read as follows:

                                 "ARTICLE THIRD

          "The total number of shares of Common Stock which the Corporation
          shall have authority to issue is Thirteen Million Three Hundred Thirty
          Three Thousand Three Hundred and Thirty Three (13,333,333) shares
          without par value. The Corporation shall also have authority to issue
          ten million (10,000,000) shares of Preferred Stock."

                                                                      0100279875



          6.   The share combination sha11 become effective as to stockholders
of record at the close of business on March 24, 1995 with a payment date of
March 27, 1995. The foregoing amendment to the Restated Certificate of
Incorporation, as amended, shall become effective at the close of business on
March 24, 1995.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed on its behalf this 13th day of March, 1995.

                                            KTI, INC.

                                            By: /s/ Nicholas Menonna, Jr.
                                               ---------------------------------
                                               Name: Nicholas Menonna, Jr.
                                               Title:  President

                                      - 2 -


                                                                      AMC
                                                                     FILED

                                                                  MAR 16 1997

                                                                LONNA R. HOOKS
                                                              Secretary of State

                         CERTIFICATE OF AMENDMENT TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                  OF KTI, INC.

     Pursuant to the provisions of Sections 14A:9-2(4) and 14A:9-4(3),
Corporations, General, of the New Jersey Statutes, the undersigned Corporation
executes the following Certificate of Amendment to its Restated Certificate of
Incorporation:

     1.   The name of the Corporation is KTI, Inc.

     2.   The following amendment to the Certificate of Incorporation was
approved by the Board of Directors and thereafter duly adopted by the
Shareholders of the Corporation on May 14, 1997:

     Resolved that ARTICLE THIRD of the Certificate of Incorporation be amended
to read in its entirety as follows:

                                 "ARTICLE THIRD

     The total number of shares of Common Stock which the Corporation shall have
authority to issue is Twenty Million (20,000,000) shares without par value. The
Corporation shall also have authority to issue ten million (10,000,000) shares
of Preferred Stock."

     3.   The number of shares entitled to vote upon the amendment was 6,521,225
shares.

     4.   The number of shares voting for, against and abstaining from voting
for such amendment are as follows:

                                                
     Number of Shares Voting For Amendment:             5,252,736
     Number of Shares Voting Against Amendment:            66,005
     Number of Shares Abstaining From Voting:               6,446

     


     5.   The foregoing amendment to the Restated Certificate of Incorporation
shall become effective at the close of business on the date of filing.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed on its behalf this 14th day of May, 1997.

                                            KTI, Inc.


                                            By: /s/ Robert E. Wetzel
                                                ----------------------------
                                                  Name: Robert E. Wetzel
                                                  Title: Senior Vice President

247497
461855

010O279875



                                                                             AMC

     Check Appropriate Statute:

       /X/  Title 14A:l-6 (5) New Jersey Business Corporation Act (File in
            DUPLICATE)

       / /  Title 15A:1-7 (e) New Jersey Business Corporation Act (File in
            TRIPLICATE)

                                                                     FILED

                                                                  JUN 2 1997

                                                                LONNA R. HOOKS
                                                              Secretary of State

CERTIFICATE OF CORRECTION OF:

CORPORATION NAME: KTI, INC.

CORPORATION NUMBER:        0100-2798-75

     The undersigned hereby submits for filing a Certificate of Correction
executed on behalf of the above named Corporation, pursuant to the provisions of
the appropriate Statute, checked above, of the New Jersey Statutes.

1.   The Certificate to be corrected is: Certificate of Amendment to the
Restated Certificate of Incorporation of KTI, Inc., filed March 15, 1995 (the
"Certificate").

2.   The inaccuracy in the Certificate is (indicate inaccuracy or defect): The
first paragraph of Paragraph 5 of the Certificate failed to specify that only
the first paragraph of Article Third was amended.

3.   The Certificate of Correction hereby reads as follows: Paragraph 5 of the
Certificate is amended and restated in its entirety as follows:

     "2.  In connection with the share combination, the first paragraph of
     ARTICLE THIRD of the Restated Certificate of Incorporation is amended to
     read as follows:

                                 "ARTICLE THIRD

          The total number of shares of Common Stock which the Corporation shall
     have authority to issue is Thirteen Million Three Hundred Thirty Three
     Thousand Three Hundred and Thirty-Three (13,333,333) shares without par
     value. The Corporation shall also have authority to issue ten million
     (10,000,000) shares of Preferred Stock."

S-253465
J-472838
                                                                      0100279875



     Signature:   /s/ Robert E. Wetzel
                  ----------------------

     Name:        Robert E. Wetzel
                  ----------------------

     Title:       Senior Vice President
                  ----------------------

     Date:        May 30, 1997
                  ----------------------



                                                                      COR
                                                                     FILED

                                                                  JUN 2 1997

                                                                LONNA R. HOOKS
                                                              Secretary of State

     Check Appropriate Statute:

       /X/  Title 14A:l-6 (5) New Jersey Business Corporation Act (File in
            DUPLICATE)

       / /  Title 15A:l-7 (e) New Jersey Business Corporation Act (File in
            TRIPLICATE)

CERTIFICATE OF CORRECTION OF:

CORPORATION NAME: KTI, INC.

CORPORATION NUMBER:        0100-2798-75

     The undersigned hereby submits for filing a Certificate of Correction
executed on behalf of the above named Corporation, pursuant to the provisions of
the appropriate Statute, checked above, of the New Jersey Statutes.

l.   The Certificate to be corrected is: Certificate of Amendment to the
Restated Certificate of Incorporation of KTI, Inc., filed May 16, 1997 (the
"Certificate").

2.   The inaccuracy in the Certificate is (indicate inaccuracy or defect): The
second paragraph of Paragraph 2 of the Certificate incorrectly stated that
Article Third was amended in its entirety. In fact, only the first paragraph of
Article Third was amended.

3.   The Certificate of Correction hereby reads as follows: Paragraph 2 of the
Certificate is attended and restated in its entirety as follows:

     "2.  The following amendment to the Restated Certificate of Incorporation
     was approved by the Board of Directors and thereafter duly adopted by the
     Shareholders of the Corporation on May 14, 1997:

          Resolved that the first paragraph of ARTICLE THIRD of the Restated
     Certificate of Incorporation be amended to read as follows:

                                 "ARTICLE THIRD

          The total number of shares of Common Stock which the Corporation shall
     have authority to issue is Twenty Million (20,000,000) shares without par
     value. The Corporation shall also have authority to issue ten million
     (10,000,000) shares of Preferred Stock."

S253306
J472613
                                                                      0100279875



     Signature:   /s/ Robert E. Wetzel
                  --------------------

     Name:        Robert E. Wetzel
                  --------------------

     Title:       Senior Vice President
                  --------------------

     Date:        May 30, 1997
                  --------------------



                                                                      AMC
                                                                     FILED

                                                                  JUN 2 1997

                                                                LONNA R. HOOKS
                                                              Secretary of State

                         CERTIFICATE OF AMENDMENT TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                  OF KTI, INC.

     Pursuant to the provisions of Sections 14A:7-2(4) and 14A:9-2(2),
Corporations, General, of the New Jersey Statutes, the undersigned Corporation
executes the following Certificate of Amendment to its Restated Certificate of
Incorporation:

     1.   The name of the corporation is KTI, Inc. (the "Corporation").

     2.   The following resolution was adopted by the Board of Directors of the
Corporation:

     Resolved that a new ARTICLE TENTH relating to the designation, number
rights, preferences and limitations of a series of preferred stock shall be
added to the Restated Certificate of Incorporation, as amended, and shall read
in its entirety as follows:

                                 "ARTICLE TENTH

     Section 1.    DESIGNATION AND AMOUNT. The series of Preferred Stock
designated and known as the "Series A Preferred" shall have no par value and the
number of shares constituting the Series A Preferred shall be 487,500.

     Section 2.    RANK. The Series A Preferred shall rank: (i) prior to all of
the Company's Common Stock, no par value ("Common"); (ii) PARI PASSU with any
class or series of convertible Preferred Stock or other capital stock of the
Company hereafter created, which is convertible into Common or which, when
originally issued, was issued simultaneously with Common purchase warrants; and
(iii) junior to any class of preferred stock which is not convertible into any
other class of securities of the Company ("Senior Securities"), in each case as
to distributions of assets upon liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary (all such distributions being referred
to collectively as "Distributions").

     Section 3.    DIVIDENDS. If any dividend or other distribution payable in
cash, securities or other property (other than securities of the Company the
issuance of which gives rise to adjustment of the Conversion Price as set forth
below) is declared on the Common, each holder of shares of Series A Preferred on
the record date for such dividend or distribution shall be entitled to receive
on the date of payment or distribution of such dividend or other distribution
the same cash, securities or other property which such holder would have
received on such record date if such holder was the holder of record of the
number (including any fraction) of shares of Common into which the shares of
Series A Preferred then held by such holder are then convertible.

     Section 4.    LIQUIDATION PREFERENCE.

     (a)  In the event of any liquidation, dissolution or winding up of the
Company, either voluntary or involuntary, the holders of Series A Preferred (the
"Holders"), shall be entitled to receive, prior to any payment with respect to
any shares of Common but after any

S253306
J472614
                                                                      0100279875



payment with respect to any outstanding shares of Senior Securities, an amount
per share (the "Liquidation Preference") equal to the sum of (i) $8.00 for each
outstanding share of Series A Preferred, plus (ii) interest of 8.19 percent per
annum calculated based on the number of actual days elapsed in a 365 day year or
a 366 day year, as appropriate, plus (iii) any dividends which have been
declared and which the Holders are entitled to receive with respect to each
share of Series A Preferred. If upon the occurrence of such event, the assets
and funds available to be distributed among the Holders shall be insufficient to
permit the payment to such Holders of the full preferential amounts due to such
Holders, then the entire assets and funds of the Company legally available for
distribution to such Holders and the holders of securities PARI PASSU with the
Series A Preferred shall be distributed among the Holders and holders of such
PARI PASSU securities on a pro rata basis.

     Section 5.    CONVERSION. The record Holders of Series A Preferred shall
have conversion rights as follows (the "Conversion Rights"):

     (a)  RIGHT TO CONVERT.

          (i)      Each record Holder of Series A Preferred shall be entitled to
convert shares of Series A Preferred at any time into that number of fully-paid
and non-assessable shares of Common of the Company calculated in accordance with
the following formula (the "Conversion Rate"):

      Number of shares issued upon conversion of one (1) share of Series A
                                  Preferred =

                             Liquidation Preference
                          ---------------------------
                                Conversion Price

where "Conversion Price" means $8.00, as adjusted herein.

     (b)  ADJUSTMENTS TO CONVERSION PRICE. The Conversion Price shall be subject
to adjustment from time to time upon the occurrence of certain events described
in this SECTION 5(b).

          (i)      SUBDIVISION OR COMBINATION OF COMMON AND COMMON DIVIDEND. In
case the Company shall at any time subdivide its outstanding Common into a
greater number of shares or declare a dividend upon the Common payable solely in
shares of Common, the Conversion Price in effect immediately prior to such
subdivision or declaration shall be proportionately reduced. Conversely, in case
the outstanding Common shall be combined into a smaller number of shares of
Common, the Conversion Price in effect immediately prior to such combination
shall be proportionately increased.

          (ii)     ADJUSTMENT DUE TO MERGER, CONSOLIDATION, ETC. If, prior to
the conversion of all Series A Preferred, there shall be any merger,
consolidation, exchange of shares, recapitalization, reorganization, or other
similar event, and as a result of which shares of Common of the Company shall be
changed into the same or a different number of shares of the same or another
class or classes of stock or securities of the Company or another entity, or
other property, the Holders shall, be given at least 30 days advance written
notice of such transaction. The Holders shall then have the right to purchase
and receive



upon conversion of Series A Preferred, upon the basis and subject to the terms
and conditions specified herein and in lieu of the shares of Common immediately
theretofore issuable upon conversion, such shares of stock and/or securities or
other property as may be issued or payable with respect to or in exchange for
the number of shares of Common immediately theretofore purchasable and
receivable upon the conversion of Series A Preferred held by such Holders had
such merger, consolidation, exchange of shares, recapitalization or
reorganization not taken place. In any such case appropriate provisions shall be
made with respect to the rights and interests of the Holders to the end that the
provisions hereof (including, without limitation, provisions for adjustment of
the Conversion Rate and of the number of shares issuable upon conversion of the
Series A Preferred) shall thereafter be applicable, as nearly as may be
practicable in relation to any shares of stock or securities thereafter
deliverable upon the conversion thereof. The Company shall not effect any
transaction described in this SUBSECTION 5(b)(ii) unless (1) each Holder has
been given at least 20 days advance written notice of such transaction, and (2)
the resulting successor or acquiring entity (if not the Company) assumes by
written instrument the obligation to deliver to the Holders such shares of stock
and/or securities or other property as, in accordance with the foregoing
provisions, the Holders of may be entitled to receive upon conversion of the
Series A Preferred. Notwithstanding the foregoing, if any of the events
described herein constitutes a Change in Control Transaction, the Holders shall
have the option, exercisable by written notice to the Company, to receive the
Liquidation Preference for their shares of Series A Preferred pursuant to
SECTION 4(b) above in lieu of their rights under this SECTION 5(b)(ii).

          (iii)    DILUTIVE ISSUANCES. If the Company shall sell or issue at any
time shares of Common (other than Excluded Securities, as defined in SECTION
5(b)(viii) below) at a consideration per share less than the Conversion Price
then in effect, the Conversion Price shall be adjusted to a new Conversion Price
(calculated to the nearest cent) determined by dividing:

                   (A)  an amount equal to (i) the total number of "Shares
Outstanding" (as defined below) immediately prior to such issuance, multiplied
by the Conversion Price in effect immediately prior to such issuance plus (ii)
the aggregate of the amount of all consideration, if any, received by the
Company upon such issuance; by

                   (B)  the total number of Shares Outstanding immediately after
such issuance or sale.

In no event shall any such adjustment be made pursuant to this SECTION 5(b)(iii)
if it would increase the Conversion Price in effect immediately prior to such
adjustment, except as provided in SECTIONS 5(b)(vi) AND 5(b)(vii).

          (iv)     DEFINITIONS. For purposes of this SECTION 5(b), the following
definitions shall apply:

                   (A)  "CONVERTIBLE SECURITIES" means any indebtedness or
securities convertible into or exchangeable for Common.



                   (B)  "OPTIONS" means any rights, warrants or options to
subscribe for or purchase Common or Convertible Securities other than rights,
warrants or options to purchase Excluded Securities (as defined in SECTION
5(b)(viii)).

                   (C)  "SHARES OUTSTANDING" means the aggregate of all shares
of Common outstanding and all Common issuable upon exercise of all outstanding
Options and conversion of all outstanding Convertible Securities.

          (v)      ADJUSTMENTS. For the purposes of this SECTION 5(b), the
following provisions shall also be applicable:

                   (A)  CASH CONSIDERATION. In case of the issuance or sale of
additional shares of Common for cash, the consideration received by the Company
therefor shall be deemed to be the amount of cash received by the Company from
the recipients or purchasers of the additional shares of Common for such shares
of Common.

                   (B)  NON-CASH CONSIDERATION. In case of the issuance
(otherwise than upon conversion or exchange of Convertible Securities) or sale
of additional shares of Common, Options or Convertible Securities for a
consideration other than cash or a consideration a part of which shall be other
than cash, the fair value of such consideration as determined by the Board of
Directors of the Company in the good faith exercise of its business judgment,
irrespective of the accounting treatment thereof, shall be deemed to be the
value of the consideration other than cash received by the Company for such
securities.

                   (C)  OPTIONS AND CONVERTIBLE SECURITIES. In case the Company
shall in any manner issue or grant any Options or any Convertible Securities,
the total maximum number of shares of Common issuable upon the exercise of such
Options or upon conversion or exchange of the total maximum amount of such
Convertible Securities (in each case, without giving effect to any future
operation of any anti-dilution clauses in any such Option or Convertible
Securities at the time of such issuance or grant) at the time such Convertible
Securities first become convertible or exchangeable shall (as of the date of
issue or grant of such Options or, in the case of the issue or sale of
Convertible Securities other than where the same are issuable upon the exercise
of Options, as of the date of such issue or sale) be deemed to be issued and to
be outstanding for the purpose of this SECTION 5(b) and to have been issued for
the sum of the amount (if any) paid for such Options or Convertible Securities
and the amount (if any) payable upon the exercise of such Options or upon
conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable; PROVIDED that,
subject to the provisions of SECTION 5(b)(vi), no further adjustment of the
Conversion Price shall be made upon the actual issuance of any such shares of
Common or Convertible Securities or upon the conversion or exchange of any such
Convertible Securities.

          (vi)     CHANGE IN OPTION PRICE OR CONVERSION RATE. If the purchase
price provided for in any Option referred to in SUBSECTION 5(b)(v)(C), or the
rate at which any Convertible Securities referred to in SUBSECTION 5(b)(v)(C)
are convertible into or exchangeable for shares of Common shall change at any
time (other than under or by reason of provisions designed to protect against
dilution), then, for purposes of any adjustment required by SECTION 5(b), the
Conversion Price in effect at the time of such event shall



forthwith be readjusted to the Conversion Price that would have been in effect
at such time had such Options or Convertible Securities still outstanding
provided for such changed purchase price, additional consideration or conversion
rate, as the case may be, at the time initially granted, issued or sold,
provided that if such readjustment is an increase in the Conversion Price, such
readjustment shall not exceed the amount (as adjusted by SECTIONS 5(b)(i) AND
5(b)(v)) by which the Conversion Price was decreased pursuant to
SECTION 5(b)(ii) upon the issuance of the Option or Convertible Security. If the
purchase price provided for in any such Option referred to in SUBSECTION
5(b)(v)(C), or the additional consideration (if any) payable upon the conversion
or exchange of any Convertible Securities referred to in SUBSECTION 5(b)(v)(C),
or the rate at which any Convertible Securities referred to in
SUBSECTION 5(b)(v)(C) are convertible into or exchangeable for shares of Common,
shall be reduced at any time under or by reason of provisions with respect
thereto designed to protect against dilution, then in case of the delivery of
shares of Common upon the exercise of any such Option or upon conversion or
exchange of any such Convertible Security; the Conversion Price then in effect
hereunder shall, upon issuance of such shares of Common be adjusted to such
amount as would have obtained had such Option or Convertible Security never been
issued and had adjustments been made only upon the issuance of the shares of
Common delivered as aforesaid and for the consideration actually received for
such Option or Convertible Security and the shares of Common, provided that if
such readjustment is an increase in the Conversion Price, such readjustment
shall not exceed the amount (as adjusted by SECTIONS 5(b)(i) and 5(b)(iii) by
which the Conversion Price was decreased pursuant to SECTION 5(b)(iii) upon the
issuance of the Option or Convertible Security.

          (vii)    TERMINATION OF OPTION OR CONVERSION RIGHTS. In the event of
the termination or expiration of any right to purchase shares of Common under
any Option granted after the date hereof or of any right to convert or exchange
Convertible Securities issued after the date hereof, the Conversion Price shall,
upon such termination, be readjusted to the Conversion Price that would have
been in effect at the time of such expiration or termination had such Option or
Convertible Security, to the extent outstanding immediately prior to such
expiration or termination, never been issued, and the shares of Common issuable
thereunder shall no longer be deemed to be Shares Outstanding, provided that if
such readjustment is an increase in the Conversion Price, such readjustment
shall not exceed the amount (as adjusted by SECTIONS 5(b)(i) AND 5(b)(iii)) by
which the Conversion Price was decreased pursuant to SECTION 5(b)(iii) upon the
issuance of the Option or Convertible Security. The termination of expiration of
any right to purchase shares of Common under any Option granted prior to the
date hereof or of any right to convert or exchange Convertible Securities issued
prior to the date hereof shall not trigger any adjustment to the Conversion
Price, but the shares of Common issuable under such Options or Convertible
Securities shall no longer be counted in determining the number of Shares
Outstanding on the date hereof for purposes of subsequent calculations under
this SECTION 5(b).

          (viii)   EXCLUDED SECURITIES. Notwithstanding anything herein to the
contrary, the Conversion Price shall not be adjusted pursuant to this SECTION
5(b) by virtue of the issuance and/or sale of "Excluded Securities", which means
the following: (a) up to 682,185 shares of Common, Options or Convertible
Securities to be issued and/or sold to employees, advisors (including, without
limitation, financial, technical and legal advisers), directors or officers of,
or consultants to, the Company or any of its subsidiaries pursuant to a stock
grant, stock option plan, stock purchase plan, pension or profit sharing plan or
other stock



agreement or arrangement existing as of the date hereof and which has been
approved by the stockholders of the Company; (b) the reissuance of any expired
and unexercised, cancelled or forfeited Options under any plan referred to in
SUBSECTION (a) above; (c) the issuance of shares of Common, Options and/or
Convertible Securities pursuant to Options and Convertible Securities
outstanding as of the date hereof; (d) the issuance of shares of Common, Options
or Convertible Securities as a stock dividend or upon any subdivision or
combination of shares of Common or Convertible Securities; (e) the issuance of
shares of Common pursuant to the exercise of certain warrants to be issued in
connection with the issuance of the shares of Series A Preferred; or (f) shares
of Common or Convertible Securities issued and sold by and for the account of
the Company pursuant to an effective registration statement filed by the Company
pursuant to the Securities and Exchange Act of 1934, as amended. For all
purposes of this SECTION 5(b), all shares of Common which are Excluded
Securities shall be deemed to have been issued for an amount of consideration
per share equal to the Conversion Price in effect at the time of issuance.

          (ix)     All calculations under this SECTION 5(b) shall be made to
the nearest one half of one cent ($.005) or to the nearest one-tenth of a share,
as the case may be.

          (x)      NOTICE OF ADJUSTMENT. Promptly after adjustment of the
Conversion Price, the Company shall give written notice thereof, by first class
mail, postage prepaid, addressed to the registered Holders at the address of
such Holders as shown on the books of the Company. The notice shall be signed by
an officer of the Company and shall state the effective date of the adjustment
and the Conversion Price resulting from such adjustment, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.

     (c) MECHANICS OF CONVERSION. Conversion of the Series A Preferred to Common
may be exercised in whole or in part by a Holder telecopying an executed and
completed notice of conversion ("Notice of Conversion") to the transfer agent of
the Company (the "Transfer Agent"), with a copy to the Company, and delivering
the original Notice of Conversion and the certificate representing the shares of
Series A Preferred to the Transfer Agent by hand or by express courier within
three (3) business days of exercise. Each date on which a Notice of Conversion
is telecopied to the Transfer Agent in accordance with the provisions hereof
shall be deemed a "Conversion Date." The Transfer Agent will transmit the
certificates representing the Common issuable upon conversion of all or any part
of the shares of Series A Preferred (together with any certificates for
replacement shares of Series A Preferred not previously converted but included
in the original certificate presented for conversion) to the Holder via express
courier within three (3) business days after the Transfer Agent has received the
original Notice of Conversion and certificate for the shares of Series A
Preferred being so converted. The Notice of Conversion and certificate
representing the portion of the shares of Series A Preferred converted shall be
delivered as follows:

                   To the Transfer Agent:

                   First City Transfer Company
                   111 Wood Avenue South, Suite 206
                   Iselin, NJ 08830
                   Attn.: Ms. Kathy Zaleski



                   (Tel) (908)205-4517
                   (Fax) (908)205-4544

                   To the Company:

                   KTI, Inc.
                   7000 Boulevard East
                   Guttenberg, NJ 07093
                   Attn.: President
                   (Tel)  201-854-7777
                   (Fax)  201-854-1771

or to such other person at such other place as the Company shall designate to
the Holder in writing. The Company shall immediately notify each Holder of any
change of Transfer Agent for the Company or termination of the existing Transfer
Agent. If there is no Transfer Agent at any time, all references in this SECTION
5(c) to "Transfer Agent" shall be deemed to refer to the Company.

          (i)      NO FRACTIONAL SHARES. No fractional shares shall be issued
upon the conversion of the Series A Preferred. The Company shall pay to any
Holder who has converted all or any portion of the shares of Series A Preferred
cash in an amount equal to any fractional shares, such amount of cash to be
determined by multiplying the closing trading price on the last trading day
prior to the date of the conversion by the amount of the fractional share.

     (d)  LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of evidence
of the loss, theft, destruction or mutilation of any certificates representing
shares of Series A Preferred, and (in the case of loss, theft or destruction) of
indemnity or security reasonably satisfactory to the Company, and upon surrender
and cancellation of the certificate(s), if mutilated, the Company shall execute
and deliver new certificate(s) of like tenor and date. However, Company shall
not be obligated to re-issue such lost or stolen certificates if Holder
contemporaneously requests Company to convert such Series A Preferred into
Common.

     (e)  MANDATORY CONVERSION. The Series A Preferred is subject to mandatory
conversion, at which time all shares of Series A Preferred will automatically be
converted at the Conversion Price, (i) upon the completion of a firm
underwritten public offering of Common by the Company (a "Public Offering") in
which (a) gross proceeds to the Company, before expenses and underwriters'
discounts and commissions, of at least $20,000,000 are received, (b) the Common
so offered is sold at an offering price per share to the public of at least 200%
of the Conversion Price then in effect, and (c) the Holders receive, as a
consequence of participation in such Public Offering, net proceeds equal to or
greater than $3,900,000 (a Public Offering which meets the conditions set forth
in (a), (b) and (c) above being referred to as a "Qualified Public Offering"),
or (ii) immediately following the completion of a Public Offering that is not a
Qualified Public Offering, but, (a) in which the Company receives gross
proceeds, before expenses and underwriters' discounts and commissions, of at
least $20,000,000, and (b) upon the "Market Price" (as defined below) for each
share of Common exceeding 200% of the Conversion Price then in effect for twenty
(20) consecutive trading days, and the average daily trading volume of the
Common



for such twenty (20) consecutive day period exceeding 10,000 shares. "Market
Price" shall mean the closing bid price for the Common, as reported by the
Nasdaq National Market System ("Nasdaq"), or if the Common is not traded on
Nasdaq, the closing price or, if not available, the low price of the Common in
the over-the-counter market or the principal national securities exchange on
which the Common is traded.

     (f)  RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Company shall at
all times reserve and keep available out of its authorized but unissued shares
of Common such number of its shares of Common as shall from time to time be
sufficient to effect the conversion of all then outstanding shares of Series A
Preferred. The Company covenants and agrees that if at any time it would be
unable to fully convert all shares of Series A Preferred then outstanding, it
will promptly use its best efforts to obtain stockholder approval, within 135
days thereafter, to amend its Certificate of Incorporation to increase the
number of authorized shares of Common by an amount sufficient to permit the
conversion of all shares of Series A Preferred then outstanding.

     (g)  REDEMPTION BY COMPANY.

          (i)      REDEMPTION DATE. The Company shall redeem all outstanding
shares of the Series A Preferred on the fifth anniversary of the date of the
issuance of the shares of Series A Preferred (the "Redemption Date").

          (ii)     REDEMPTION PRICE. The redemption price per share of Series A
Preferred shall equal $12.00 per share of Series A Preferred (to be adjusted
proportionately if the shares of Series A Preferred to which such amount is
applicable are subdivided into a greater number or combined into a lesser
number).

          (iii)    MECHANICS OF REDEMPTION. The Company shall effect each such
redemption by giving notice thereof ("Redemption Notice"), by facsimile, by
5 P.M. New York City time no later than the tenth (10th) business day prior to
the Redemption Date and shall provide a copy of such redemption notice by
overnight or 2-day courier, to each Holder and the Company's transfer agent for
the Series A Preferred ("Series A Transfer Agent"). Such redemption notice shall
indicate the applicable redemption price and whether the Company has elected, at
its option, to redeem the shares of Series A Preferred for cash (a "Cash
Redemption") or for Common (a "Redemption for Stock"). In the event of a
Redemption for Stock, the Company shall also specify in the Redemption Notice
the number of shares of Common to be issued to the Holder, which shall be based
on the following formula:

      Number of shares issued upon redemption of one (1) share of Series A
                                   Preferred =

                                Redemption Price
                          -----------------------------
                            Adjusted Conversion Price

where, the "Adjusted Conversion Price" shall equal ninety five percent (95%) of
the average closing bid price of the Common as reported by Nasdaq for the
previous ten (10) business days ending on the day before the Redemption Date.



          (iv)     HOLDER'S CONVERSION RIGHTS. Notwithstanding the foregoing,
Holder shall have five business days following receipt of the Redemption Notice
from the Company to elect, in its sole discretion, to convert all or part of the
Series A Preferred otherwise being redeemed. Such conversion shall be effected
in accordance with the provisions of SECTION 5 hereof, and if an appropriate
Notice of Conversion is delivered to the Company in a timely manner, such shares
of Series A Preferred shall be deemed to be converted and not redeemed.

          (v)      OPTIONAL REDEMPTION. Upon a "Change of Control Transaction"
(as defined herein), the Company shall redeem, at the option of the Holder, upon
receipt of a written redemption request from such Holder, the Series A Preferred
for the accreted value of the shares of Series A Preferred, which shall be the
initial purchase price of $8 per share plus interest of 8.19 percent per annum
calculated based on the number of actual days elapsed in a 365 day year or 366
day year, as appropriate, plus any dividends which have been declared and which
the Holders are entitled to receive with respect to each share of Series A
Preferred. A "Change of Control Transaction," is defined as any merger,
consolidation or reorganization of the Company pursuant to which shares of
capital stock of the Company are converted into cash, securities or other
property in which the holders of a majority of the voting capital stock of the
Company (on an as-converted and exercised basis) immediately prior thereto
beneficially own, directly or indirectly, less than 50% of the combined voting
power of the capital stock of the company surviving or resulting from such
merger, consolidation or reorganization.

          (vi)     PAYMENT OF REDEMPTION PRICE OR ISSUANCE OF SHARE
CERTIFICATES. Upon receipt of a Redemption Notice, Holder shall send its shares
of Series A Preferred being redeemed to the Company or its Series A Transfer
Agent, and the Company shall pay the applicable redemption price within three
(3) business days of receipt of the shares of Series A Preferred, if a Cash
Redemption, or issue certificates representing shares of Common, if a Redemption
for Stock. The Company shall not be obligated to deliver the redemption price or
shares of Common, as the case may be, unless the shares of Series A Preferred so
redeemed are delivered to the Company or its Series A Transfer Agent, or, in the
event one or more certificates have been lost, stolen, mutilated or destroyed,
Holder delivers to the Company a lost certificate affidavit and indemnification
agreement reasonably satisfactory to the Company and the Series A Transfer
Agent. Any redemption payment owed to any Holder under this SECTION 5(g) which
is not paid when due shall bear interest at a rate of 4% in excess of the prime
rate of interest in effect as announced by KeyBank of New York.

     Section 6.    VOTING RIGHTS. The Holder of each outstanding share of Series
A Preferred shall have the right to one vote for each share of Common into which
each such share of Series A Preferred could then be converted (assuming, for
this purpose only, that shares of Series A Preferred are convertible into
fractional shares) at the record date for the determination of stockholders
entitled to vote on such matters or, if no such record date is established, at
the date of such vote is taken or any written consent of stockholders is
solicited. With respect to such vote, such Holder shall have fall voting rights
and powers equal to the voting rights and powers of the holders of shares of
Common, shall be entitled to notice of any stockholders' meeting in accordance
with the By-Laws of the Company, and shall be entitled to vote, together with
holders of shares of Common, with respect to any question upon which
stockholders of the Company have the right to vote. With respect to all



matters upon which stockholders of the Company are entitled to vote, the holders
of outstanding shares of Common and the Holders of all outstanding shares of
Series A Preferred shall vote together without regard to class, except as
expressly required herein, by the Certificate of Incorporation and the By-Laws
of the Company or the Business Corporation Law of the State of New Jersey.

     Section 7.    STATUS OF CONVERTED STOCK. If any shares of Series A
Preferred shall be converted pursuant to SECTION 5 above, the shares so
converted shall be canceled, shall return to the status of authorized but
unissued Preferred Stock of no designated series, and shall not be issuable by
the Company as Series A Preferred.

     Section 8.    PROTECTIVE PROVISION. So long as shares of Series A Preferred
are outstanding, the Company shall not without first obtaining the approval (by
vote or written consent, as provided by the applicable laws of the State of New
Jersey) of the Holders of at least a majority of the then outstanding shares of
Series A Preferred:

     (a)  alter or change the rights, preferences or privileges of the Series A
Preferred so as to affect adversely the Series A Preferred;

     (b)  increase the size of the authorized number of Series A Preferred; or

     (c)  do any act or thing not authorized or contemplated by this Certificate
of Designation which would result in taxation of the Holders of shares of the
Series A Preferred under Section 305 of the Internal Revenue Code of 1986, as
amended (or any comparable provision of the Internal Revenue Code as hereafter
from time to time amended).

     If Holders of at least a majority of the then outstanding shares of Series
A Preferred agree to allow the Company to alter or change the rights,
preferences or privileges of the shares of Series A Preferred, pursuant to
SUBSECTION 8(a) above, so as to affect the Series A Preferred, then the Company
will promptly deliver notice of such approved change to the Holders that did not
agree to such alteration or change."

     3.   Such resolution was duly adopted by the Board of Directors of the
Corporation on May 28, 1997.

     4.   The Restated Certificate of Incorporation, as amended, is amended so
that the designation and number of shares of each class and series acted upon in
the resolution, and the relative rights, preferences and limitations of each
such class and series, are as stated in the resolution.



     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed on its behalf this 30th day of May, 1997.

                                             KTI, Inc.


                                             By: /s/ Robert E. Wetzel
                                                 -------------------------------
                                                   Name:  Robert E. Wetzel
                                                   Title: Senior Vice President



                                                                      AMC
                                                                     FILED

                                                                  AUG 8 1997

                                                                LONNA R. HOOKS
                                                              Secretary of State

                         CERTIFICATE OF AMENDMENT TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                  OF KTI, INC.

          Pursuant to the provisions of Sections 14A:7-2(4) and l4A:9-2(2),
Corporations, General, of the New Jersey Statutes, the undersigned Corporation
executes the following Certificate of Amendment to its Restated Certificate of
Incorporation:

          1.   The name of the corporation is KTI, Inc. (the "Corporation").

          2.   The following resolution was adopted by the Board of Directors of
the Corporation:

          Resolved that a new ARTICLE ELEVENTH relating to the designation,
number rights, preferences and limitation of a series of preferred stock shall
be added to the Restated Certificate of Incorporation, as amended, and shall
read in its entirety as follows:

                               "ARTICLE ELEVENTH"

          Section 1.    DESIGNATION AND AMOUNT. There is hereby created out of
the authorized and unissued shares of preferred stock of the Corporation a
series of preferred stock, no par value, designated as the "8 3/4% Series B
Convertible Exchangeable Preferred Stock" (the "Series B Preferred"). The number
of shares constituting such series shall be 880,000. The liquidation preference
of the Series B Preferred (the "Liquidation Preference") shall be $25.00 per
share.

          Section 2.    RANK. The Series B Preferred shall, with respect to
dividend distributions and distributions upon the liquidation, winding-up and
dissolution of the Corporation, rank (i) senior to all classes of Common Stock
of the Corporation and to each other class of capital stock or series of
preferred stock established after the Series B Preferred Issue Date by the Board
of Directors, the terms of which do not expressly provide that it ranks senior
to or on a parity with the Series B Preferred as to dividend distributions and
distributions upon the liquidation, winding-up and dissolution of the
Corporation (collectively referred to with the Common Stock of the Corporation
as "Junior Securities"); (ii) on a parity with the Corporation's Series A
Preferred Stock and, subject to certain conditions, with any class of capital
stock or series of preferred stock issued by the Corporation which was
established after the Series B Preferred Issue Date by the Board of Directors,
the terms of which expressly provide that such class or series will rank on a
parity with Series B Preferred as to dividend distributions and distributions
upon the liquidation, winding-up and dissolution of the Corporation
(collectively referred to as "Parity Securities"); and (iii) subject to certain
conditions, junior to

287281                                                                0100279875
534830



each class of capital stock or series of preferred stock issued by the
Corporation which was established after the Series B Preferred Issue Date by the
Board of Directors, the terms of which expressly provide that such class or
series will rank senior to the Series B Preferred as to dividend distributions
and distributions upon liquidation, winding-up and dissolution of the
Corporation (collectively referred to as "Senior Securities"). The Series B
Preferred shall be subject to the issuance of series of Junior Securities,
Parity Securities and Senior Securities, provided that the Corporation may not
issue any new class of Parity Securities or Senior Securities without the
approval of the Holders of at lease a majority of the shares of Series B
Preferred then outstanding, voting or consenting, as the case may be, together
as one class unless the PRO FORMA ratios for the latest twelve months of (i) net
income available for preferred dividends to preferred dividends is not less than
1:1 and (ii) EBITDA less capital expenditures, securities amortization and
redemption, cash taxes and changes in working capital to preferred dividends is
not less than 1:2:1. The Series B Preferred shall rank junior in right of
payment to all indebtedness and other debt obligations of the Corporation.

          Section 3.    DIVIDENDS.

               (a)  Beginning on the Series B Preferred Issue Date, the Holders
     of the outstanding shares of Series B Preferred shall be entitled to
     receive, when, as and if declared by the Board of Directors, from any
     source of funds legally available therefor, distribution in the form of
     cash dividends on each share of Series B Preferred, at a rate PER ANNUM
     equal to 8 3/4% of the Liquidation Preference per share of the Series B
     Preferred plus accumulated and unpaid dividends thereon as of the last
     Dividend Payment Date, payable quarterly; provided that if the Corporation
     fails to register the Series B Preferred pursuant to the terms of, and
     within the time periods set forth in, the Registration Rights Agreement
     dated August 7, 1997 between the Corporation and credit Research & Trading
     LLC, then the dividend rate shall increase 0.5% per annum for each period
     during which such registration is not effective. All dividends shall be
     cumulative, whether or not earned or declared, on a daily basis from the
     Series B Preferred Issue Date and shall be payable quarterly in arrears on
     each Dividend Payment Date, commencing on November 1, 1997. Each
     distribution in the form of a dividend shall be payable to the Holders of
     record as they appear on the stock register of the Corporation on the
     record date for such purpose fixed by the Board of Directors, which shall
     not be less than 10 nor more than 60 days preceding the related Dividend
     Payment Date. Dividends shall cease to accumulate in respect of shares of
     the Series B Preferred on the Exchange Date or on the date of their earlier
     redemption unless the Company shall have failed to issue the appropriate
     aggregate principal amount of Exchange Notes in respect of the Series

                                       -2-


     B Preferred on the Exchange Date or shall have failed to pay the relevant
     redemption price on the date fixed for redemption.

               (b)  Nothing herein contained shall in any way or under any
     circumstances be construed or deemed to require the Board of Directors to
     declare, or the Corporation to pay or set apart for payment, any cash
     dividends on shares of the Series B Preferred at any time.

               (c)  Dividends on account of arrears for any past Dividend Period
     and dividends in connection with any optional redemption pursuant to
     Section 6(a) may be declared and paid at any time, without reference to any
     regular Dividend Payment Date, to Holders of record on such date, not more
     than 45 days prior to the payment thereof, as may be fixed by the Board of
     Directors.

               (d)  Except as set forth in the following sentence, no dividends
     shall be declared by the Board of Directors or paid or funds set apart for
     the payment of dividends by the Corporation on any Parity Securities for
     any period unless full cumulative dividends shall have been or
     contemporaneously are declared and paid in cash or declared and a sum in
     cash set apart sufficient for such payment of the Series B Preferred for
     all Dividend Periods terminating on or prior to the date of payment of such
     dividends on such Parity Securities. If full dividends in cash are not so
     paid upon the shares of the Series B Preferred and any other Parity
     Securities, all dividends declared upon the Series B Preferred and other
     Parity Securities shall be declared PRO RATA so that the amount of
     dividends declared on each class or series of the Series B Preferred and
     such Parity Securities shall in all cases bear to each other the same ratio
     that the aggregate accumulated dividends on the Series B Preferred and such
     Parity Securities bear to each other.

               (e)  (i)      Holders of shares of the Series B Preferred shall
     be entitled to receive the dividends provided for in Section 3(a) hereof
     in preference to and in priority over any dividends upon any of the Junior
     Securities.

                    (ii)     So long as any shares of Series B preferred are
          outstanding, the Corporation shall not declare, pay or set apart for
          payment any dividend on any Junior Securities or make any payment on
          account of, or set apart for payment money for a sinking or other
          similar fund for, the purchase, redemption or other retirement of, any
          Junior Securities or any warrants, rights, calls or options
          exercisable for or convertible into any Junior Securities, or make any
          distribution in respect thereof, either directly or

                                       -3-


          indirectly, and whether in cash, obligations or shares of the
          Corporation or other property (other than distributions or dividends
          in Junior Securities to the holders of Junior Securities), and shall
          not permit any corporation or other entity directly or indirectly
          controlled by the Corporation to purchase or redeem any Junior
          Securities or any such warrants, rights, calls or options unless full
          cumulative dividends determined in accordance herewith have been paid
          or deemed paid in full on the Series B Preferred for all past Dividend
          Periods.

                    (iii)    So long as any shares of the Series B Preferred are
          outstanding, the Corporation shall not make any payment on account of,
          or set apart for payment money for a sinking or other similar fund
          for, the purchase, redemption or other retirement of, any Parity
          Securities or any warrants, rights, calls or options exercisable for
          or convertible into any Parity Securities, and shall not permit any
          corporation or other entity directly or indirectly controlled by the
          Corporation to purchase or redeem any Parity Securities or any such
          warrants, rights, calls or options unless the dividends determined in
          accordance herewith on the Series B Preferred have been paid or
          deemed paid in full for all past Dividend Periods.

               (f)  Dividends payable on shares of the Series B Preferred for
     any period of less than a year shall be computed on the basis of a 360-day
     year of twelve 30-day months and the actual number of days elapsed in any
     period of less than one month. If any Dividend Payment Date occurs on a day
     that is not a Business Day, any accumulated dividends otherwise payable on
     such Dividend Payment Date shall be paid on the next succeeding Business
     Day.

          Section 4.    LIQUIDATION PREFERENCE.

               (a)  Upon any voluntary or involuntary dissolution or winding-up
     of the Corporation, the Holders of shares of Series B Preferred then
     outstanding shall be entitled to be paid, out of the assets of the
     Corporation available for distribution, the Liquidation Preference, plus an
     amount in cash equal to accumulated and unpaid dividends thereon as of the
     last Dividend Payment Date prior to the date fixed for dissolution or
     winding-up (including an amount in cash equal to a prorated dividend for
     the period from the last Dividend Payment Date to the date fixed for
     liquidation, dissolution or winding-up), before any payment shall be made
     or any assets distributed to the holders of any Junior Securities,
     including, without limitation, Common Stock of the Corporation. If, upon
     any voluntary or involuntary liquidation, dissolution or winding-up of the
     Corporation, the amount payable with respect to the Series B Preferred

                                       -4-


     and all other Parity Securities is not paid in full, then the Holders of
     the Series B Preferred and the Parity Securities shall share equally and
     ratably in any distribution of assets of the Corporation in proportion to
     the full Liquidation Preference and accumulated and unpaid dividends
     thereon as of the last Dividend Payment Date prior to the date of such
     voluntary or involuntary dissolution or winding-up, to which each is
     entitled. After payment of the full amount of the Liquidation Preferences
     and accumulated and unpaid dividends thereon as of the last Dividend
     Payment Date to which they are entitled, the Holders of shares of Series B
     Preferred shall not be entitled to any further participation in any
     distribution of assets of the Corporation.

               (b)  For the purposes of this Section 4 only, neither the sale,
     lease, conveyance, exchange or transfer (for cash, shares of stock;
     securities or other consideration) of all or substantially all of the
     property or assets of the Corporation nor the consolidation or merger of
     the Corporation with or into one or more entities shall be deemed to be a
     liquidation, dissolution or winding-up of the Corporation.

          Section 5.    CONVERSION.

               (a)  A Holder of shares of Series B Preferred may convert such
     shares into Common Stock at any time. For the purposes of conversion, each
     share of Series B Preferred shall be valued at the Liquidation Preference
     plus accumulated and unpaid dividends thereon as of the last Dividend
     Payment Date, which shall be divided by the Conversion Price in effect on
     the Conversion Date to determine the number of shares issuable upon
     conversion, except that the right to convert shares of Series B Preferred
     called for redemption shall terminate at the close of business on the
     Business Day preceding the Redemption Date and shall cease if not exercised
     prior to that time (unless the Corporation shall default in making the
     payment due upon redemption). Immediately following such conversion, the
     rights of the Holders of converted Series B Preferred shall cease and the
     persons entitled to receive the Common Stock upon the conversion of Series
     B Preferred shall be treated for all purposes as having become the owners
     of such Common Stock.

               (b)  To convert Series B Preferred, a Holder must (i) surrender
     the certificate or certificates evidencing the shares of Series B Preferred
     to be converted, duly endorsed in a form satisfactory to the Corporation,
     at the office of the Corporation or the Corporation's transfer agent for
     the Series B Preferred, (ii) notify the Corporation at such office that he
     elects to convert Series B Preferred and the number of shares he wishes to
     convert, (iii) state in

                                       -5-


     writing the name or names in which he wishes the certificate or
     certificates for shares of Common Stock to be issued, and (iv) pay any
     transfer or similar tax if required. In the event that a Holder fails to
     notify the Corporation of the number of shares of Series B Preferred which
     he wishes to convert, he shall be deemed to have elected to convert all
     shares represented by the certificate or certificates surrendered for
     conversion. The date on which the Holder satisfies all those requirements
     is the "Conversion Date." As soon as practical, the Corporation shall
     deliver a certificate for the number of full shares of Common Stock
     issuable upon the conversion, a payment in cash for any factional share and
     a new certificate representing the unconverted portion, if any, of the
     shares of Series B Preferred represented by the certificate or certificates
     surrendered for conversion. The person in whose name the Common Stock
     certificate is registered shall be treated as the shareholder of record on
     and after the Conversion Date. No payment or adjustment will be made for
     accumulated and unpaid dividends on converted shares of Series B Preferred
     or for dividends on any Common stock issued upon such conversion. A share
     of Series B Preferred surrendered for conversion during the period from the
     close of business on any record date for the payment of dividends to the
     opening of business of the corresponding Dividend Payment Date must be
     accompanied by a payment in cash in an amount equal to the dividend payable
     on such Dividend Payment Date, unless such share of Series B Preferred has
     been called for redemption on a Redemption Date occurring during the period
     from the close of business on any record date for the payment of dividends
     to the close of business on the Business Day immediately following the
     corresponding Dividend Payment Date. The dividend payment with respect to a
     share of Series B Preferred called for redemption on a date during the
     period from the close of business on any record date for the payment of
     dividends to the close of business on the Business Day immediately
     following the corresponding Dividend Payment Date will be payable on such
     Dividend Payment Date to the record Holder of such share on such record
     date, notwithstanding the conversion of such share after such record date
     and prior to such Dividend Payment Date, and the Holder converting such
     share of Series B Preferred need not include a payment of such dividend
     amount upon surrender of such share of Series B Preferred for conversion.
     If a Holder of Series B Preferred converts more than one share at a time,
     the number of full shares of Common Stock issuable upon conversion shall be
     based on the total value of all shares of Series B Preferred converted. If
     the last day on which Series B Preferred may be converted is not a Business
     Day, Series B Preferred may be surrendered for conversion on the next
     succeeding Business Day.

               (c)  The Corporation shall not issue a fractional share of Common
     Stock upon conversion of Series B Preferred.

                                       -6-


     Instead the Corporation shall pay a cash adjustment for the current market
     value of the fractional share. The current market value of a fraction of a
     share shall be determined as follows: Multiply the current market price of
     a full share by the fraction. Round the result to the nearest cent. The
     current market price of a share of Common Stock is the Closing Price of the
     Common Stock on the last Trading Day prior to the Conversion Date.

               (d)  If a Holder converts shares of Series B Preferred, the
     Corporation shall pay any documentary, stamp or similar issue or transfer
     tax due on the issue of shares of Common Stock upon the conversion.
     However, the Holder shall pay any such tax that is due because the shares
     are issued in a name other than the Holder's name.

               (e)  The Corporation has reserved and shall continue to reserve
     out of its authorized but unissued Common Stock or its Common Stock held in
     treasury enough shares of Common Stock to permit the conversion of the
     Series B Preferred in full. All shares of Common Stock that may be issued
     upon conversion of Series B Preferred shall be fully paid and
     nonassessable. The Corporation shall endeavor to comply with all securities
     laws regulating the offer and delivery of shares of Common Stock upon
     conversion of Series B Preferred and shall endeavor to list such shares on
     each national securities exchange on which the Common Stock is listed.

               (f)  In case the Corporation shall pay or make a dividend or
     other distribution on any class of capital stock of the Corporation in
     Common Stock, the Conversion Price in effect at the opening of business on
     the day following the date fixed for the determination of shareholders
     entitled to receive such dividend or other distribution shall be reduced by
     multiplying such Conversion Price by a fraction the numerator of which
     shall be the number of shares of Common Stock outstanding at the close of
     business on the date fixed for such determination and the denominator of
     which shall be the sum of such number of shares and the total number shares
     constituting such dividend or other distribution, such reduction to become
     effective immediately after the opening of business on the day following
     the date fixed for such determination of the holders entitled to such
     dividends and distributions. For the purposes of this section 5(f), the
     number of shares of Common Stock at any time outstanding shall not include
     shares held in the treasury of the Corporation. The Corporation will not
     pay any dividend or make any distribution on shares of Common Stock held in
     the treasury of the Corporation.

               (g)  In case the Corporation shall issue rights, options or
     warrants to all holders of its Common stock entitling them to subscribe
     for, purchase or acquire shares

                                       -7-


     of Common Stock at a price per share less than the current market price per
     share (determined as provided in Section 5(k) below) of Common Stock on
     the date fixed for the determination of shareholders entitled to receive
     such rights, options or warrants, the Conversion Price in effect at the
     opening of business on the day following the date fixed for such
     determination shall be reduced by multiplying such Conversion Price by a
     fraction the numerator of which shall be the number of shares of Common
     Stock outstanding at the close of business on the date fixed for such
     determination plus the number of shares of Common Stock which the aggregate
     of the offering price of the total number of shares of Common Stock so
     offered for subscription, purchase or acquisition would purchase at such
     current market price and the denominator of which shall be the number of
     shares of Common Stock outstanding at the close of business on the date
     fixed for such determination plus the number of shares of Common stock so
     offered for subscription, purchase or acquisition, such reduction to become
     effective immediately after the opening of business on the day following
     the date fixed for such determination of the holders entitled to such
     rights, options or warrants. However, upon the expiration of any right,
     option or warrant to purchase Common Stock, the issuance of which resulted
     in an adjustment in the Conversion Price pursuant to this Section 5(g), if
     any such right, option or warrant shall expire and shall not have been
     exercised, the Conversion Price shall be recomputed immediately upon such
     expiration and effectively immediately upon such expiration shall be
     increased to the price it would have been (but reflecting any other
     adjustments to the Conversion Price made pursuant to the provisions of this
     Section 5 after the issuance of such rights, options or warrants) had the
     adjustment of the Conversion Price made upon the issuance of such rights,
     options or warrants been made on the basis of offering for subscription or
     purchase only that number of shares of Common Stock actually purchased upon
     the exercise of such rights, options or warrants. No further adjustment
     shall be made upon exercise of any right, option or warrant if any
     adjustment shall have been made upon the issuance of such security. For the
     purposes of this Section 5(g), the number of shares of Common Stock at any
     time outstanding shall not include shares held in the treasury of the
     Corporation. The Corporation will not issue any rights, options or warrants
     in respect of shares of Common Stock held in the treasury of the
     Corporation.

               (h)  In case the outstanding shares of Common stock shall be
     subdivided into a greater number of shares of Common Stock, the Conversion
     Price in effect at the opening of business on the day following the day
     upon which such subdivision becomes effective shall be reduced, and,
     conversely, in case the outstanding shares of Common Stock shall each be
     combined into a smaller number of shares of

                                       -8-


     Common Stock, the Conversion Price in effect at the opening of business on
     the day following the day upon which such combination becomes effective
     shall be increased to equal the product of the Conversion Price in effect
     on such date and a fraction the numerator of which shall be the number of
     shares of Common Stock outstanding immediately prior to such subdivision or
     combination, as the case may be, and the denominator of which shall be the
     number of shares of Common Stock outstanding immediately after such
     subdivision or combination, as the case may be. Such reduction or increase,
     as the case may be, shall become effective immediately after the opening of
     business on the day following the date upon which such subdivision or
     combination becomes effective.

               (i)  In case the Corporation shall, by dividend or otherwise,
     distribute to all holders of its Common Stock (i) evidences of its
     indebtedness or (ii) shares of any class of capital stock, cash or other
     assets (including securities, but excluding (A) any rights, options or
     warrants referred to in Section 5(g) above, (B) any dividend or
     distribution referred to in Section 5(f) above and (C) cash dividends paid
     from the Corporation's retained earnings, unless the sum of (1) all such
     cash dividends and distributions made within the preceding 12 months in
     respect of which no adjustment has been made and (2) any cash and the fair
     market value of other consideration paid in respect of any repurchases of
     Common Stock by the Corporation or any of its subsidiaries within the
     preceding 12 months in respect of which no adjustment has been made,
     exceeds 20% of the Corporation's market capitalization (being the product
     of the then current market price per share (determined as provided in 5(k)
     below) of the Common Stock times the aggregate number of shares of Common
     Stock then outstanding) on the record date for such distribution, then in
     each case, the Conversion Price in effect at the opening of business on the
     day following the date fixed for the determination of holders of Common
     Stock entitled to receive such distribution shall be adjusted by
     multiplying such Conversion Price by a fraction of which the numerator
     shall be the current market price per share (determined as provided Section
     5(k) below) of the Common Stock on such date of determination (or, if
     earlier, on the date on which the Common Stock goes "ex-dividend" in
     respect of such distribution) less the then fair market value as determined
     by the Board of Directors (whose determination shall be conclusive and
     shall be described in a statement which shall be available upon request) of
     the portion of the capital stock, cash or other assets or evidences of
     indebtedness so distributed (and for which an adjustment to the Conversion
     Price has not previously been made pursuant to the terms of this Section 5)
     applicable to one share of Common Stock, and the denominator shall be such
     current market price per share of the Common Stock, such adjustment to
     become effective

                                       -9-


     immediately after the opening of business on the day following such date of
     determination of the holders entitled to such distribution. The following
     transactions shall be excluded from the foregoing clauses (1) and (2): (I)
     repurchases of Common Stock issued under the Corporation's stock incentive
     programs and (II) dividends or distributions payable-in-kind in additional
     shares of, or warrants, rights, calls or options exercisable for or
     convertible into additional shares of Junior Securities.

               (j)  The reclassification or change of Common Stock into
     securities, including securities other than Common Stock, (other than any
     reclassification upon a consolidation or merger to which Section 5(r) below
     shall apply) shall be deemed to involve (i) a distribution of such
     securities other than Common Stock to all holders of Common Stock (and the
     effective date of such reclassification shall be deemed to be "the date
     fixed for the determination of holders of Common Stock entitled to receive
     such distribution" within the meaning of Section 5(i) above), and (ii) a
     subdivision or combination, as the case may be, of the number of shares of
     Common Stock outstanding immediately prior to such reclassification into
     the number of shares of Common Stock outstanding immediately thereafter
     (and the effective date of such reclassification shall be deemed to be "the
     day upon which such subdivision becomes effective" or "the day upon which
     such combination becomes effective," as the case may be, and "the day upon
     which such subdivision or combination becomes effective" within the meaning
     of Section 5(h) above).

               (k)  For the purpose of any computation under Section (g) or (i)
     above, the current market price per share of Common Stock on any day shall
     be deemed to be the average of the Closing Prices of the Common Stock for
     the 10 consecutive Trading Days preceding such day.

               (l)  No adjustment in the Conversion Price need be made until all
     cumulative adjustments amount to 1% or more of the Conversion Price as last
     adjusted. Any adjustments that are not made shall be carried forward and
     taken into account in any subsequent adjustment. All calculations under
     this Section 5 shall be made to the nearest cent or to the nearest l/100th
     of a share, as the case may be.

               (m)  For purposes of this Section 5, "Common Stock" includes any
     stock of any class of the Corporation which has no preference in respect of
     dividends or of amounts payable the event of any voluntary or involuntary
     liquidation, dissolution or winding-up of the Corporation and which is not
     subject to redemption by the Corporation. However, subject to the
     provisions of Section 5(r) below, shares issuable on conversion of shares
     of Series B Preferred shall include only shares of the class designated

                                      -10-


     as Common Stock of the Corporation on the Series B Preferred Issue Date or
     shares of any class or classes resulting from any reclassification thereof
     and which have no preferences in respect of dividends or amounts payable in
     the event of any voluntary or involuntary liquidation, dissolution or
     winding-up of the Corporation and which are not subject to redemption by
     the Corporation; PROVIDED that, if at any time there shall be more than one
     such resulting class, the shares of each such class then so issuable shall
     be substantially in the proportion which the total number of shares of such
     class resulting from all such reclassifications bears to the total number
     of shares of all such classes resulting from all such reclassifications.

               (n)  No adjustment in the Conversion Price shall reduce the
     Conversion Price below the then par value of the Common Stock. No
     adjustment in the Conversion Price need be made under Sections 5(f), (g)
     and (i) above if the Corporation issues or distributes to each Holder of
     Series B preferred the shares of Common Stock, evidences of indebtedness,
     assets, rights, options or warrants referred to in those Sections which
     each Holder would have been entitled to receive had Series B Preferred been
     converted into Common Stock prior to the happening of such event or the
     record date with respect thereto.

               (o)  Whenever the Conversion Price is adjusted, the Corporation
     shall promptly mail to Holders of Series B Preferred, first class, postage
     prepaid, a notice of the adjustment. The Corporation shall file with the
     transfer agent for the Series B Preferred, if any, a certificate from the
     Corporation's independent public accountants briefly stating the facts
     requiring the adjustment and the manner of computing it. Subject to Section
     5(p) below, the certificate shall be conclusive evidence that the
     adjustment is correct.

               (p)  The Corporation from time to time may reduce the Conversion
     Price if it considers such reductions to be advisable in order that any
     event treated for federal income tax purposes as a dividend of stock or
     stock rights will not be taxable to the holders of Common stock by any
     amount, but in no event may the Conversion Price be less than the par value
     of a share of Common Stock. Whenever the Conversion Price is reduced, the
     Corporation shall mail to Holders of Series B Preferred a notice of the
     reduction. The Corporation shall mail, first class, postage prepaid, the
     notice at least 15 days before the date the reduced Conversion Price takes
     effect. The notice shall state the reduced Conversion Price and the period
     it will be in effect. A reduction of the Conversion Price does not change
     or adjust the Conversion Price otherwise in effect for purposes of Sections
     5(f), (g), (h) and (i) above.

                                      -11-


               (q)  If:

                    (i)      the Corporation takes any action which would
          require an adjustment in the Conversion Price pursuant to Section 5
          (g), (i) or (j) above;

                    (ii)     the Corporation consolidates or merges with, or
          transfers all or substantially all of its assets to, another
          corporation, and shareholders of the Corporation must approve the
          transaction; or

                    (iii)    there is a dissolution or liquidation of the
          Corporation;

     the Corporation shall mail to Holders of the Series B Preferred, first
     class, postage prepaid, a notice stating the proposed record or effective
     date, as the case may be. The Corporation shall mail the notice at least 10
     days before such date. However, failure to mail the notice or any defect in
     it shall not affect the validity of any transaction referred to in clause
     (i), (ii) or (iii) of this Section 5 (q).

               (r)  In the case of any consolidation of the Corporation or the
     merger of the Corporation with or into any other entity or the sale or
     transfer of all or substantially all of the assets of the Corporation
     pursuant to which the Corporation's Common Stock is converted into other
     securities, cash or assets, upon consummation of such transaction, each
     share of Series B Preferred shall automatically become convertible into the
     kind and amount of securities, cash or other assets receivable upon the
     consolidation, merger, sale or transfer by a holder of the of shares of
     Common Stock into which such share of Series B Preferred might have been
     converted immediately prior to such consolidation, merger, transfer or sale
     (assuming such holder of Common Stock failed to exercise any rights of
     election and received per share the kind and amount receivable per share by
     a plurality of non-electing shares). Appropriate adjustment (as determined
     by the Board of Directors of the Corporation) shall be made in the
     application of the provisions herein set forth with respect to the rights
     and interests thereafter of the Holders of Series B Preferred, to the end
     that the provisions set forth herein (including provisions with respect to
     changes in and other adjustment of the Conversion Price) shall thereafter
     be applicable, as nearly as reasonably may be, in relation to any shares of
     stock or other securities or property thereafter deliverable upon the
     conversion of Series B Preferred. If this Section 5(r) applies, Sections
     5(f), (g), (h), (i) and (j) do not apply.

               (s)  In any case in which this Section 5 shall require that an
     adjustment as a result of any event become

                                      -12-


     effective from and after a record date, the Corporation may elect to defer
     until after the occurrence of such event (A) the issuance to the Holder of
     any shares of Series B preferred converted after such record date and
     before the occurrence of such event of the additional shares of Common
     Stock issuable upon such conversion over and above the shares issuable on
     the basis of the Conversion Price in effect immediately prior to adjustment
     and (B) a cash payment for any remaining fractional shares of Common Stock
     as provided in Section 3 (c) above; PROVIDED, HOWEVER, that if such event
     shall not have occurred and authorization of such event shall be rescinded
     by the Corporation, the Conversion Price shall be recomputed immediately
     upon such recision to the price that would have been in effect had such
     event not been authorized, PROVIDED that such recision is permitted by and
     effective under applicable laws.

               (t)  All shares of Series B Preferred converted pursuant to this
     Section 5 shall be restored to the status of authorized and unissued shares
     of preferred stock, without designation as to series and may thereafter be
     reissued as shares of any series of preferred stock.

          Section 6.    REDEMPTION.

               (a)  OPTIONAL REDEMPTION. (i) The Corporation may, at the option
     of the Board of Directors, redeem at any time on or after August 15, 2000,
     from any source of funds legally available therefor, from time to time, in
     whole or in part, in the manner PROVIDED in Section 6(c) hereof, any or
     all of the shares of the Series B Preferred, at the redemption prices set
     forth below if redeemed during the 12 month period beginning on, August 15
     of each of the years indicated below:



     YEAR                                        REDEMPTION PRICES
                                               
     2000 ......................................  $26.10 per share
     2001 ......................................  $25.73 per share
     2002 ......................................  $25.37 per share
     2003 ......................................  $25.00 per share


     plus, in each case, an amount in cash equal to all accumulated and unpaid
     dividends per share (including an amount in cash equal to a prorated
     dividend for the period from the last Dividend Payment Date to the
     Redemption Date) (the "Optional Redemption Price"), PROVIDED, that no
     optional redemption pursuant to this Section 6(a)(i) shall be authorized or
     made unless prior to giving the applicable Redemption Notice all
     accumulated and unpaid dividends for Dividend Periods ended prior to the
     date of such Redemption Notice shall have been paid in cash.

                                      -13-


                    (ii)     Notwithstanding subsection (i) above, on or after
          August 15, 1999, the Corporation may, at its option, redeem the Series
          B Preferred at $26.47 per share plus accumulated and unpaid dividends
          thereon as of the last Dividend Payment Date if the Common Stock bid
          price has averaged not less than 1.5 times the Conversion Price during
          the preceding 20 consecutive Trading Days.

                    (iii)    In the event of a redemption pursuant to Section
          6(a) (i) or Section(a) (ii) hereof of only a portion of the then
          outstanding shares of the Series B Preferred, the Corporation shall
          effect such redemption PRO RATA according to the number of shares held
          by each Holder of the Series B Preferred or by lot, as may be
          determined by the Corporation in its sole discretion; PROVIDED that
          the Corporation may redeem all shares held by Holders of fewer than
          100 shares of Series B Preferred (or by Holders that would hold fewer
          than 100 shares of Series B Preferred following such redemption) prior
          to its redemption of other shares of Series B Preferred.

               (b)  MANDATORY REDEMPTION. (i) On August 15, 2004, the
     Corporation shall redeem from any source of funds legally available
     therefor, in the manner provided in Section 6 (c), all of the then
     outstanding shares of Series B Preferred at a redemption price equal to
     100% of the then effective Liquidation Preference per share, plus an amount
     equal to all accumulated and unpaid dividends thereon as of the last
     Dividend Payment Date (including an amount in cash equal to a prorated
     dividend for the period from the last Dividend Payment Date to the
     Redemption Date) (the "Mandatory Redemption Price"). The Mandatory
     Redemption Price shall be made at the option of the Corporation either in
     (a) cash or (b) Common Stock valued at 95% of the average Closing Price of
     the Common Stock during the 20 Trading Days prior to such redemption price.

                    (ii)     If the Corporation is unable or shall fail to
          discharge its obligation to redeem all outstanding shares of Series B
          Preferred pursuant to this Section 6(b) (the "Mandatory Redemption
          Obligation"), the Mandatory Redemption Obligation shall be discharged
          as soon as the Corporation is able to discharge such Mandatory
          Redemption Obligation. If and so long as the Mandatory Redemption
          Obligation with respect to the Series B Preferred shall not be fully
          discharged, the Corporation shall not, directly or indirectly, redeem,
          purchase or otherwise acquire any Parity Security or discharge any
          mandatory or optional redemption, sinking fund or other similar
          obligation in respect of any Parity Securities.

                                      -14-


               (c)  PROCEDURES FOR REDEMPTION. (i) At least 30 days and not
     more than 60 days prior to the Redemption Date of the Series B Preferred,
     the Corporation shall make a public announcement of the redemption, and
     shall mail written notice (the "Redemption Notice") by first class mail,
     postage prepaid, to each Holder of record on the record date fixed for such
     redemption of the Series B Preferred at such Holder's address as the same
     appears on the stock register of the Corporation, PROVIDED that no failure
     to give such notice nor any deficiency therein shall affect the validity of
     the procedure for the redemption of any shares of Series B Preferred to be
     redeemed except as to the Holder or Holders to whom the Corporation has
     failed to give said notice or except as to the Holder or Holders whose
     notice was defective. The Redemption Notice shall state:

                         (A)  that the redemption is pursuant to Section 6(a)(i)
               or 6(b)(i), as applicable hereof;

                         (B)  the redemption price;

                         (C)  whether all or less than all the outstanding
               shares of the Series B Preferred are to be redeemed and the total
               number of shares of the Series B Preferred being redeemed;

                         (D)  the number of shares of Series B Preferred, held
               as of the appropriate record date, by the Holder that the
               Corporation intends to redeem;

                         (E)  the Redemption Date;

                         (F)  that the Holder is to surrender to the
               Corporation, at the place or places where certificates for shares
               of Series B Preferred are to be surrendered for redemption, in
               the manner and at the price designated, his certificate or
               certificates representing the shares of Series B Preferred to be
               redeemed;

                         (G)  the name of any bank or trust company performing
               the duties referred to in Section 6(c) (iv) hereof; and

                         (H)  that dividends on the shares of the Series B
               Preferred to be redeemed shall cease to accumulate on such
               Redemption Date unless the Corporation defaults in the payment of
               the redemption price,

                    (ii)     Each Holder of Series B Preferred shall surrender
          the certificate or certificates representing such shares of Series B
          Preferred to the Corporation,

                                      -15-


          duly endorsed, in the manner and at the place designated in the
          Redemption Notice, and on the Redemption Date the full redemption
          price for such shares shall be payable in cash to the Person whose
          name appears on such certificate or certificates as the owner thereof,
          and each surrendered certificate shall be canceled and retired. In the
          event that less than all of the shares represented by any such
          certificate are redeemed, a new certificate shall be issued
          representing the unredeemed shares.

                    (iii)    Unless the Corporation defaults in the payment in
          full of the applicable redemption price, dividends on the Series B
          Preferred called for redemption shall cease to accumulate on the
          Redemption Date, and the Holders of such redemption shares shall cease
          to have any further rights with respect thereto on the Redemption
          Date, other than the right to receive the redemption price without
          interest.

                    (iv)     If a Redemption Notice shall have been duly given
          or if the Corporation shall have given to the bank or trust company
          hereinafter referred to irrevocable authorization promptly to give
          such notice, and if on or before the Redemption Date specified therein
          an amount in cash equal to the full redemption price shall have been
          segregated and irrevocably deposited by the Corporation with such bank
          or trust company in trust for the pro rata benefit of the Holders of
          the Series B Preferred called for redemption, then, notwithstanding
          that any certificate for shares so called for redemption shall not
          have been surrendered for cancellation, from and after the close of
          business on the day on which such funds are so deposited, all shares
          so called, or to be so called pursuant to such irrevocable
          authorization, for redemption shall no longer be deemed to be
          outstanding and all rights with respect of such shares shall forthwith
          cease and terminate and, for the purposes of Section 6(c)(i) (H) and
          6(c)(iii) above, the Corporation will be deemed to have paid the
          redemption price on the Redemption Date, except only the right of
          Holders thereof to receive from such bank or trust company at any time
          after the time of such deposit the funds so deposited, without
          interest, and the right of the Holders thereof to convert such shares
          as provided in Section 5 hereof to the Business Day preceding the
          Redemption Date. The aforesaid bank or trust company shall be
          organized and in good standing under the laws of the Unites States of
          America or any state thereof, shall have capital, surplus and
          undivided profits aggregating at least $100,000,000 according to its
          last published statement of condition, and shall be identified in the
          Redemption Notice. Any interest

                                      -16-


          accrued on such funds shall be paid to the Corporation from time to
          time. Any funds so set aside or deposited, as the case may be, in
          respect of shares of the Series B Preferred that are subsequently
          converted shall be promptly returned to the Corporation. Any funds so
          set aside or deposited, as the case may be, and unclaimed at the end
          of three years from such redemption shall, to the extent permitted by
          law, be released or repaid to the Corporation, after which repayment
          the Holders of the shares so called for redemption shall look only to
          the Corporation for payment thereof.

          Section 7.    VOTING RIGHTS.

               (a)  The Holders of shares of Series B Preferred, except as
     otherwise required under New Jersey law, the Restated Certificate of
     Incorporation of the Corporation, as amended (the "Restated Certificate of
     Incorporation"), or as set forth in Sections 7(b), (c) or (d) below, shall
     not be entitled or permitted to vote on any matter required or permitted to
     be voted upon by the shareholders of the Corporation.

               (b)  (i)      So long as any shares of the Series B Preferred are
     outstanding, the Corporation shall not authorize or issue any new class of
     Parity Securities or Senior Securities, or increase the authorized number
     of shares of any such class or series, or reclassify any authorized stock
     of the Corporation into any such class or series, or authorize any
     obligation or security convertible into or evidencing the right to purchase
     any such Parity Securities or Senior Securities unless the pro forma ratios
     for the latest twelve months of (A) net income available for preferred
     dividends to preferred dividends is not less than 1:1 and (B) EBITDA less
     capital expenditures, securities amortization and redemption, cash, taxes
     and changes in working capital to preferred dividends is not less than
     1.2:1 without the affirmative vote or consent of Holders of at least a
     majority of the outstanding shares of Series B Preferred, voting or
     consenting, as the case may be, as one class, given in person or by proxy,
     either in writing or by resolution adopted at an annual or special meeting.

                    (ii)     So long as any shares of the Series B Preferred are
          outstanding and without the affirmative vote or convent of Holders of
          at least a majority of the issued and outstanding shares of Series B
          Preferred, voting or consenting, as the case may be, as one class,
          given in person or by proxy, either in writing or by resolution
          adopted at an annual or special meeting, the Corporation shall not
          amend the Restated Certificate of Incorporation so as to affect
          adversely the voting rights, preferences, privileges or

                                      -17-


          relative, participating, optional or other specified rights of Holders
          of shares of Series B Preferred or to authorize the issuance of any
          additional shares of Series B Preferred; PROVIDED that any such
          amendment that adversely changes the dividend payable on, or the
          Liquidation Preference of, the Series B Preferred shall require the
          affirmative vote or consent of all Holders of Series B Preferred,
          voting or consenting, as the case may be, as one class, given in
          person or by proxy, either in writing or by resolution adopted at an
          annual or special meeting.

                    (iii)    and so long as any shares of the Series B Preferred
          are outstanding, the Corporation shall not, amend or modify the
          Exchange Note Indenture from the form as existing on the date of issue
          of the Series B Preferred (except as expressly provided therein),
          until the exchange of Series B Preferred for Exchange Notes) without
          the affirmative vote or consent of Holders of at least a majority of
          the issued and outstanding shares of Series B Preferred, voting or
          consenting, as the case may be, as one class, given in person or by
          proxy, either in writing or by resolution adopted at an annual or
          special meeting.

               (c)  (i)      If the Corporation fails to (A) declare and pay in
     full dividends accumulated and owing on any Dividend Payment Date for more
     than four consecutive Dividend Payment Dates (a "Dividend Default"); or (B)
     satisfy any Mandatory Redemption Obligation with respect to the Series B
     Preferred or to make a series B Preferred Change of Control Offer or to
     repurchase all of the Series B Preferred validly tendered in a Series B
     Preferred Change of Control Offer pursuant to the provisions of Section 9
     hereof (a "Change of Control Default") (in each case, a "Voting Rights
     Triggering Event"), then the number of directors consisting the Board of
     Directors shall thereupon automatically be increased by one, in the case of
     clause (A) above and two, in the case of clause (B) above, and the Holders
     of a majority of the outstanding shares of Series B Preferred, voting
     separately as one class (or as a class together with the holders of shares
     of Parity Securities, if such holders are entitled to elect additional
     directors pursuant to any provisions of the Restated Certificate of
     Incorporation that are similar to those of the Holders of the Series B
     Preferred), shall be entitled to elect such members to the Board of
     Directors at a special meeting therefor called upon the occurrence of such
     Voting Rights Triggering Event and at every subsequent meeting at which the
     terms of office of the directors so elected expire. In no event shall the
     holders of the Series B Preferred and the holders of Parity Securities
     voting together as a class be entitled to elect a total of more than two
     additional directors to the Board of Directors of the Corporation.

                                      -18-


                    (ii)     The right of the Holders of Series B Preferred
          voting separately as one class to elect members of the Board of
          Directors as set forth in Section 7(c)(i) above shall continue until
          such time as (A) in the event such right arises due to a Dividend
          Default, all accumulated dividends that are in arrears on the Series B
          Preferred are paid in full; and (B) in the event such right arises
          because a Change of Control Default, the Corporation remedies any such
          failure, breach or default, at which time (Y) the special right of
          such Holders so to vote for the election of directors and (Z) the term
          of office of any directors elected pursuant to Section 7(c)(i) shall
          terminate, and the directors elected by the holders of Common Stock
          shall constitute the entire Board of Directors and the authorized
          number of directors of the Corporation shall thereupon return to the
          number of authorized directors otherwise in effect, but subject always
          to the same provisions for the renewal and divestment of such special
          voting rights in the case of any future Voting Rights Triggering
          Event. At any time after voting power to elect directors shall have
          become vested and be continuing in the Holders of shares of the Series
          B Preferred pursuant to Section 7(c)(i) hereof or if vacancies shall
          exist in the offices of directors elected by the Holders of shares of
          the Series B Preferred, a proper officer of the Corporation may, and
          upon the written request any Holder of record of shares of Series B
          Preferred then outstanding addressed to the Secretary of the
          Corporation shall, call a special meeting of the Holders of Series B
          Preferred, for the purpose of electing the directors that such Holders
          are entitled to elect. If such meeting shall not be called by the
          proper officer of the Corporation within 30 days after personal
          service of such written request upon the Secretary of the Corporation,
          or within 30 days after mailing the same within the United States by
          certified mail, addressed to the Secretary of the Corporation at its
          principal executive offices, then any Holder of record of outstanding
          shares of the Series B Preferred may designate in writing one of their
          number to call such meeting at the expense of the Corporation, and
          such meeting may be called by the Person so designated upon the notice
          required for special meetings of shareholders of the Corporation and
          shall he held at the place for holding the annual meetings of
          shareholders or such other place in the United States as shall be
          designated in such notice. Notwithstanding the provisions of this
          Section 7(c)(ii), no such special meeting shall be called if any much
          request is received less than 30 days before the date fixed for the
          next ensuing annual or special meeting of shareholders of the
          Corporation. Any Holder of shares

                                      -19-


          of the Series B Preferred so designated shall have, and the
          Corporation shall provide, access to the lists of Holders of shares of
          the Series B Preferred for purposes of calling a meeting pursuant to
          the provisions of this Section 7(c)(ii).

                    (iii)    At any meeting held for the purpose of electing
          directors at which the Holders of Series B Preferred shall have the
          right, voting separately as one class, to elect directors as
          aforesaid, the presence in person or by proxy of the Holders of at
          least a majority of the outstanding Series B Preferred shall be
          required to constitute a quorum of such Series B Preferred.

                    (iv)     Directors elected pursuant to this Section 7 shall
          serve until the earlier of (A) the next annual meeting of the
          shareholders and until their successors are qualified or (B) the time
          specified in Section 7(c) (ii) above. Any vacancy occurring in the
          office of a director elected by the Holders of shares of the Series B
          Preferred may be filled by the Board of Directors with a Person
          nominated by the remaining director elected by the Holders of shares
          of Series B Preferred (or such Holders and holders of such Parity
          Securities) unless and until such vacancy shall be filled by the
          Holders of shares of the Series B Preferred (or such Holders and
          holders of such Parity Securities) by calling a special meeting of
          such Holders as provided in Section 7(c) (ii).

               (d)  In any case in which the Holders of shares of the Series B
     Preferred shall be entitled to vote pursuant to this Section 7 or pursuant
     to New Jersey law, each Holder of shares of the Series B Preferred shall be
     entitled to one vote for each share of Series B Preferred held.

          Section 8.    EXCHANGE.

               (a)  (i)      The Corporation at its option may exchange all, but
     not less than all, of the then outstanding shares of Series B Preferred
     into the Corporation's 8 3/4% Convertible Subordinated Notes due 2004 (the
     "Exchange Notes") on any Dividend Payment Date, PROVIDED that within 60
     days of the Exchange Date, the Corporation shall send a written notice (the
     "Exchange Notice") of exchange by mail to each Holder, which notice shall
     state: (A) that the Corporation is exercising its option to exchange the
     Series B Preferred into Exchange Notes pursuant to the Restated Certificate
     of Incorporation; (B) the date of the exchange (the "Exchange Date"), which
     date shall not be less than 30 days nor more than 6O days following the
     date on which the Exchange Notice is mailed; (C) that the Holder is to
     surrender to the Corporation, at the place or places where

                                      -20-


     certificates for shares of Series B Preferred are to be surrendered for
     exchange, in the manner designated in the Exchange Notice, his certificate
     or certificates representing the shares of Series B Preferred to be
     exchanged; (D) that dividends on the shares of Series B Preferred to be
     exchanged shall cease to accumulate on the Exchange Date whether or not
     certificates for shares of Series B Preferred are surrendered for exchange
     on the Exchange Date unless the Corporation shall default in the delivery
     of Exchange Notes; and (E) that interest on the Exchange Notes shall accrue
     from the Exchange Date whether or not certificates for shares of Series B
     Preferred are surrendered for exchange on the Exchange Date, on the
     Exchange Date, if the conditions set forth in clauses (U) through (Y) below
     are satisfied, the Corporation shall issue Exchange Notes in exchange for
     the Series B Preferred as provided in Section 8(a)(ii), provided that on
     the Exchange Date: (U) there are no accumulated and unpaid dividends on the
     Series B Preferred (including the dividends payable on such date) or other
     contractual impediment to such exchange; (V) there shall be legally
     available funds sufficient therefor; (W) the Exchange Note Indenture and
     the trustee thereunder shall have been qualified under the Trust
     Indenture Act; (X) immediately after giving effect to such exchange, no
     Default or Event of Default (each as defined in the Exchange Note
     Indenture) would exist under the Exchange Note indenture; and (y) the
     Corporation shall have delivered to the trustee under the Exchange Date
     Indenture a written opinion of counsel, dated the Exchange Date, regarding
     the satisfaction of the conditions set forth in clauses (U), (V), and (W).
     In the event that the issuance of the Exchange Notes is not permitted on
     the Exchange Date or any of the conditions set forth in clauses (U) through
     (X) of the preceding sentence are not satisfied on the Exchange Date, the
     Corporation shall use its best efforts to satisfy such conditions and
     effect such exchange as soon as practicable.

                    (ii)     Upon any exchange pursuant to Section 8 (a)(i),
          Holders of outstanding shares of Series B Preferred shall be entitled
          to receive $1,000 principal amount of Exchange Notes for each 40
          shares of Series B Preferred, plus an amount in cash equal to
          accumulated and unpaid dividends (including an amount in cash equal to
          a prorated dividend for the period from the last Dividend Payment Date
          to the Exchange Date); PROVIDED, that the Corporation shall pay cash
          in lieu of issuing an Exchange Note in a principal amount of less than
          $1,000. on and after the Exchange Date, unless the Corporation
          defaults in the issuance of Exchange Notes in exchange for the Series
          B Preferred, dividends will cease to accumulate on the outstanding
          shares of Series B Preferred, and all rights of the Holders of Series
          B Preferred (except the right to receive the Exchange Notes, an amount
          in cash equal to the accumulated and

                                      -21-


                                                                     AMC
                                                                    FILED

                                                                  OCT 31 1997

                                                                LONNA R. HOOKS
                                                              Secretary of State

                         CERTIFICATE OF AMENDMENT TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                  OF KTI, INC.

     Pursuant to the provisions of Sections l4A:7-2(4) and 14A:9-2(2),
Corporations, General, of the New Jersey Statutes, the undersigned Corporation
executes the following Certificate of Amendment to its Restated Certificate of
Incorporation:

     1.   The name of the corporation is KTI, Inc. (the "Corporation").

     2.   The following resolution was adopted by the Board of Directors of the
Corporation:

     Resolved that a new ARTICLE TWELFTH relating to the designation, number
rights, preferences and limitations of a series of preferred stock shall be
added to the Restated Certificate of Incorporation, as amended, and shall read
in its entirety as follows:

                                "ARTICLE TWELFTH"

     Section 1.    DESIGNATION AND AMOUNT. The series of Preferred Stock
designated and known as the "Series C Preferred" shall have no par value and the
number of shares constituting the Series C Preferred shall be 447,500. The
Series C Preferred Stock is issued pursuant to the blank check preferred stock
authorized by the Company's Restated Certificate of Incorporation. The Series C
Preferred can only be issued in exchange for Series A Preferred on a one for one
basis. The Series C Preferred Stock shall be redesignated as Series A Preferred
upon all outstanding Series A Preferred being exchanged for Series C Preferred
or converted into Common Stock.

     Section 2.    RANK. The Series C Preferred shall rank: (i) prior to all of
the Company's Common Stock, no par value ("Common"); (ii) PARI PASSU with any
class or series of convertible Preferred Stock, Series A Preferred, Series B
Preferred, or other capital stock of the Company hereafter created, which is
convertible into Common or which, when originally issued, was issued
simultaneously with Common purchase warrants; and (iii) junior to any class of
preferred stock which is not convertible into any other class of securities of
the Company ("Senior Securities"), in each case as to distributions of assets
upon liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary (all such distributions being referred to collectively as
"Distributions").

     Section 3.    DIVIDENDS. If any dividend or other distribution payable in
cash, securities or other property (other than securities of the Company the
issuance of which gives rise to adjustment of the Conversion Price as set forth
below) is declared on the Common, each holder of shares of Series C Preferred on
the record date for such dividend or distribution shall be entitled to receive
on the date of payment or distribution of such dividend or other distribution
the same cash, securities or other property which such holder would have
received on such record date if such holder was the holder of record of the
number (including any fraction) of shares of Common into which the shares of
Series C Preferred then held by such holder are then convertible.

                                                                      0100279875



     Section 4.    LIQUIDATION PREFERENCE.

     (a)  In the event of any liquidation, dissolution or winding up of the
Company, either voluntary or involuntary, the holders of Series C Preferred (the
"Holders"), shall be entitled to receive, prior to any payment with respect to
any shares of Common but after any payment with respect to any outstanding
shares of Senior Securities, an amount per share (the "Liquidation Preference")
equal to the sum of (i) $8.00 for each outstanding share of Series C Preferred,
plus (ii) interest of 8.19 percent per annum calculated based on the number of
actual days elapsed in a 365 day year or a 366 day year, as appropriate, from
June 4, 1997, plus (iii) any dividends which have been declared and which the
Holders are entitled to receive with respect to each share of Series C
Preferred. If upon the occurrence of such event, the assets and funds available
to be distributed among the Holders shall be insufficient to permit the payment
to such Holders of the full preferential amounts due to such Holders, then the
entire assets and funds of the Company legally available for distribution to
such Holders and the holders of securities PARI PASSU with the Series C
Preferred shall be distributed among the Holders and holders of such PARI PASSU
securities on a pro rata basis.

     Seciion 5.    CONVERSION. The record Holders of Series C Preferred shall
have conversion rights as follows (the "Conversion Rights"):

     (a)  RIGHT TO CONVERT.

          (i)     Each record Holder of Series C Preferred shall be entitled
to convert shares of Series C Preferred at any time into that number of
fully-paid and non-assessable shares of Common of the Company calculated in
accordance with the following formula (the "Conversion Rate"):

      Number of shares issued upon conversion of one (1) share of Series C
                                   Preferred =

                             Liquidation Preference
                          ----------------------------
                                Conversion Price

where "Conversion Price" means $8.00, as adjusted herein.

     (b)  ADJUSTMENTS TO CONVERSION PRICE. The Conversion Price shall be subject
to adjustment from time to time upon the occurrence of certain events described
in this SECTION 5(b).

          (i)     SUBDIVISION OR COMBINATION OF COMMON AND COMMON DIVIDEND. In
case the Company shall at any time subdivide its outstanding Common into a
greater number of shares or declare a dividend upon the Common payable solely in
shares of Common, the Conversion Price in effect immediately prior to such
subdivision or declaration shall be proportionately reduced. Conversely, in case
the outstanding Common shall be combined into a smaller number of shares of
Common, the Conversion Price in effect immediately prior to such combination
shall be proportionately increased.

                                        2


          (ii)    ADJUSTMENT DUE TO MERGER, CONSOLIDATION, ETC. If, prior to the
conversion of all Series C Preferred, there shall be any merger, consolidation,
exchange of shares, recapitalization, reorganization, or other similar event,
and as a result of which shares of Common of the Company shall be changed into
the same or a different number of shares of the same or another class or classes
of stock or securities of the Company or another entity, or other property, the
Holders shall be given at least 30 days advance written notice of such
transaction. The Holders shall then have the right to purchase and receive upon
conversion of Series C Preferred, upon the basis and subject to the terms and
conditions specified herein and in lieu of the shares of Common immediately
theretofore issuable upon conversion, such shares of stock and/or securities or
other property as may be issued or payable with respect to or in exchange for
the number of shares of Common immediately theretofore purchasable and
receivable upon the conversion of Series C Preferred held by such Holders had
such merger, consolidation, exchange of shares, recapitalization or
reorganization not taken place. In any such case appropriate provisions shall be
made with respect to the rights and interests of the Holders to the end that the
provisions hereof (including, without limitation, provisions for adjustment of
the Conversion Rate and of the number of shares issuable upon conversion of the
Series C Preferred) shall thereafter be applicable, as nearly as may be
practicable in relation to any shares of stock or securities thereafter
deliverable upon the conversion thereof. The Company shall not effect any
transaction described in this SUBSECTION 5(b)(ii) unless (1) each Holder has
been given at least 20 days advance written notice of such transaction, and (2)
the resulting successor or acquiring entity (if not the Company) assumes by
written instrument the obligation to deliver to the Holders such shares of stock
and/or securities or other property as, in accordance with the foregoing
provisions, the Holders of may be entitled to receive upon conversion of the
Series C Preferred. Notwithstanding the foregoing, if any of the events
described herein constitutes a Change in Control Transaction, the Holders shall
have the option, exercisable by written notice to the Company, to receive the
Liquidation Preference for their shares of Series C Preferred pursuant to
SECTION 4(b) above in lieu of their rights under this SECTION 5(b)(ii).

          (iii)   DILUTIVE ISSUANCES. If the Company shall sell or issue at any
time shares of Common (other than Excluded Securities, as defined in SECTION
5(b)(viii) below) at a consideration per share less than the Conversion Price
then in effect, the Conversion Price shall be adjusted to a new Conversion Price
(calculated to the nearest cent) determined by dividing:

                  (A)  an amount equal to (i) the total number of "Shares
Outstanding" (as defined below) immediately prior to such issuance, multiplied
by the Conversion Price in effect immediately prior to such issuance plus (ii)
the aggregate of the amount of all consideration, if any, received by the
Company upon such issuance; by

                  (B)  the total number of Shares Outstanding immediately after
such issuance or sale.

                                        3


In no event shall any such adjustment be made pursuant to this SECTION 5(b)(iii)
if it would increase the Conversion Price in effect immediately prior to such
adjustment, except as provided in SECTIONS 5(b)(vi) AND 5(b)(vii).

          (iv)    DEFINITIONS. For purposes of this SECTION 5(b), the following
definitions shall apply:

                  (A)  "CONVERTIBLE SECURITIES" means any indebtedness or
securities convertible into or exchangeable for Common.

                  (B)  "OPTIONS" means any rights, warrants or options to
subscribe for or purchase Common or Convertible Securities other than rights,
warrants or options to purchase Excluded Securities (as defined in
SECTION 5(b)(viii)).

                  (C)  "SHARES OUTSTANDING" means the aggregate of all shares of
Common outstanding and all Common issuable upon exercise of all outstanding
Options and conversion of all outstanding Convertible Securities.

          (v)     ADJUSTMENTS. For the purposes of this SECTION 5(b), the
following provisions shall also be applicable:

                  (A)  CASH CONSIDERATION. In case of the issuance or sale of
additional shares of Common for cash, the consideration received by the Company
therefor shall be deemed to be the amount of cash received by the Company from
the recipients or purchasers of the additional shares of Common for such shares
of Common.

                  (B)  NON-CASH CONSIDERATION. In case of the issuance
(otherwise than upon conversion or exchange of Convertible Securities) or sale
of additional shares of Common, Options or Convertible Securities for a
consideration other than cash or a consideration a part of which shall be other
than cash, the fair value of such consideration as determined by the Board of
Directors of the Company in the good faith exercise of its business judgment,
irrespective of the accounting treatment thereof, shall be deemed to be the
value of the consideration other than cash received by the Company for such
securities.

                  (C)  OPTIONS AND CONVERTIBLE SECURITIES. In case the Company
shall in any manner issue or grant any Options or any Convertible Securities,
the total maximum number of shares of Common issuable upon the exercise of such
Options or upon conversion or exchange of the total maximum amount of such
Convertible Securities (in each case, without giving effect to any future
operation of any anti-dilution clauses in any such Option or Convertible
Securities at the time of such issuance or grant) at the time such Convertible
Securities first become convertible or exchangeable shall (as of the date of
issue or grant of such Options or, in the case of the issue or sale of
Convertible Securities other than where the same are issuable upon the exercise
of Options, as of the date of such issue or sale) be deemed to be issued and to
be outstanding for the purpose of this SECTION 5(b) and to have been issued for
the sum of the amount (if any) paid for such Options or Convertible Securities
and the amount (if any) payable upon the exercise of such Options or upon

                                        4


conversion or exchange of such Convertible Securities at the time such
Convertible Securities first become convertible or exchangeable; PROVIDED that,
subject to the provisions of SECTION 5(b)(vi), no further adjustment of the
Conversion Price shall be made upon the actual issuance of any such shares of
Common or Convertible Securities or upon the conversion or exchange of any such
Convertible Securities.

          (vi)    CHANGE IN OPTION PRICE OR CONVERSION RATE. If the purchase
price provided for in any Option referred to in SUBSECTION 5(b)(v)(C), or the
rate at which any Convertible Securities referred to in SUBSECTION 5(b)(v)(C)
are convertible into or exchangeable for shares of Common shall change at any
time (other than under or by reason of provisions designed to protect against
dilution), then, for purposes of any adjustment required by SECTION 5(b), the
Conversion Price in effect at the time of such event shall forthwith be
readjusted to the Conversion Price that would have been in effect at such time
had such Options or Convertible Securities still outstanding provided for such
changed purchase price, additional consideration or conversion rate, as the case
may be, at the time initially granted, issued or sold, provided that if such
readjustment is an increase in the Conversion Price, such readjustment shall not
exceed the amount (as adjusted by SECTIONS 5(b)(i) and 5(b)(v)) by which the
Conversion Price was decreased pursuant to SECTION 5(b)(ii) upon the issuance of
the Option or Convertible Security. If the purchase price provided for in any
such Option referred to in SUBSECTION 5(b)(v)(C), or the additional
consideration (if any) payable upon the conversion or exchange of any
Convertible Securities referred to in SUBSECTION 5(b)(v)(C), or the rate at
which any Convertible Securities referred to in SUBSECTION 5(b)(v)(C) are
convertible into or exchangeable for shares of Common, shall be reduced at any
time under or by reason of provisions with respect thereto designed to protect
against dilution, then in case of the delivery of shares of Common upon the
exercise of any such Option or upon conversion or exchange of any such
Convertible Security; the Conversion Price then in effect hereunder shall, upon
issuance of such shares of Common be adjusted to such amount as would have
obtained had such Option or Convertible Security never been issued and had
adjustments been made only upon the issuance of the shares of Common delivered
as aforesaid and for the consideration actually received for such Option or
Convertible Security and the shares of Common, provided that if such
readjustment is an increase in the Conversion Price, such readjustment shall not
exceed the amount (as adjusted by SECTIONS 5(b)(i) AND 5(b)(iii) by which the
Conversion Price was decreased pursuant to SECTION 5(b)(iii) upon the issuance
of the Option or Convertible Security.

          (vii)   TERMINATION OF OPTION OR CONVERSION RIGHTS. In the event of
the termination or expiration of any right to purchase shares of Common under
any Option granted after the date hereof or of any right to convert or exchange
Convertible Securities issued after the date hereof, the Conversion Price shall,
upon such termination, be readjusted to the Conversion Price that would have
been in effect at the time of such expiration or termination had such Option or
Convertible Security, to the extent outstanding immediately prior to such
expiration or termination, never been issued, and the shares of Common issuable
thereunder shall no longer be deemed to be Shares Outstanding, provided that if
such readjustment is an increase in the Conversion Price, such readjustment
shall not exceed the amount (as adjusted by SECTIONS 5(b)(i) AND 5(b)(iii)) by
which the Conversion Price was decreased pursuant to SECTION 5(b)(iii) upon the
issuance of the Option or Convertible

                                        5


Security, The termination or expiration of any right to purchase shares of
Common under any Option granted prior to the date hereof or of any right to
convert or exchange Convertible Securities issued prior to the date hereof shall
not trigger any adjustment to the Conversion Price, but the shares of Common
issuable under such Options or Convertible Securities shall no longer be counted
in determining the number of Shares Outstanding on the date hereof for purposes
of subsequent calculations under this SECTION 5(b).

          (viii)  EXCLUDED SECURITIES. Notwithstanding anything herein to the
contrary, the Conversion Price shall not be adjusted pursuant to this SECTION
5(b) by virtue of the issuance and/or sale of "Excluded Securities", which means
the following: (a) up to 682,185 shares of Common, Options or Convertible
Securities to be issued and/or sold to employees, advisors (including, without
limitation, financial, technical and legal advisers), directors or officers of,
or consultants to, the Company or any of its subsidiaries pursuant to a stock
grant, stock option plan, stock purchase plan, pension or profit sharing plan or
other stock agreement or arrangement existing as of the date hereof and which
has been approved by the stockholders of the Company; (b) the reissuance of any
expired and unexercised, cancelled or forfeited Options under any plan referred
to in SUBSECTION (a) above; (c) the issuance of shares of Common, Options and/or
Convertible Securities pursuant to Options and Convertible Securities
outstanding as of the date hereof; (d) the issuance of shares of Common, Options
or Convertible Securities as a stock dividend or upon any subdivision or
combination of shares of Common or Convertible Securities; (e) the issuance of
shares of Common pursuant to the exercise of certain warrants to be issued in
connection with the issuance of the shares of Series C Preferred; or (f) shares
of Common or Convertible Securities issued and sold by and for the account of
the Company pursuant to an effective registration statement filed by the Company
pursuant to the Securities and Exchange Act of 1934, as amended. For all
purposes of this SECTION 5(b), all shares of Common which are Excluded
Securities shall be deemed to have been issued for an amount of consideration
per share equal to the Conversion Price in effect at the time of issuance.

          (ix)    All calculations under this SECTION 5(b) shall be made to the
nearest one half of one cent ($.005) or to the nearest one-tenth of a share, as
the case may be.

          (x)     NOTICE OF ADJUSTMENT. Promptly after adjustment of the
Conversion Price, the Company shall give written notice thereof, by first class
mail, postage prepaid, addressed to the registered Holders at the address of
such Holders as shown on the books of the Company. The notice shall be signed by
an officer of the Company and shall state the effective date of the adjustment
and the Conversion Price resulting from such adjustment, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.

     (c)  MECHANICS OF CONVERSION. Conversion of the Series C Preferred to
Common may be exercised in whole or in part by a Holder telecopying an executed
and completed notice of conversion ("Notice of Conversion") to the transfer
agent of the Company (the "Transfer Agent"), with a copy to the Company, and
delivering the original Notice of Conversion and the certificate representing
the shares of Series C Preferred to the Transfer Agent by hand or by express
courier within three (3) business days of exercise. Each date on which a Notice

                                        6


of Conversion is telecopied to the Transfer Agent in accordance with the
provisions hereof shall be deemed a "Conversion Date." The Transfer Agent will
transmit the certificates representing the Common issuable upon conversion of
all or any part of the shares of Series C Preferred (together with any
certificates for replacement shares of Series C Preferred not previously
converted but included in the original certificate presented for conversion) to
the Holder via express courier within three (3) business days after the Transfer
Agent has received the original Notice of Conversion and certificate for the
shares of Series C Preferred being so converted. The Notice of Conversion and
certificate representing the portion of the shares of Series C Preferred
converted shall be delivered as follows:

                  To the Transfer Agent:

                  American Stock Transfer & Co.
                  40 Wall Street
                  New York, NY 10005
                  Attn.: Mr. Isaac Kagan
                  (Tel)(718) 921-8293
                  (Fax)(718) 921-8334

                  To the Company:

                  KTI, Inc.
                  7000 Boulevard East
                  Guttenberg, NJ 07093
                  Attn.: President
                  (Tel)  201-854-7777
                  (Fax)  201-854-1771

or to such other person at such other place as the Company shall designate to
the Holder in writing. The Company shall immediately notify each Holder of any
change of Transfer Agent for the Company or termination of the existing Transfer
Agent. If there is no Transfer Agent at any time, all references in this SECTION
5(c) to "Transfer Agent" shall be deemed to refer to the Company.

          (i)     NO FRACTIONAL SHARES. No fractional shares shall be issued
upon the conversion of the Series C Preferred. The Company shall pay to any
Holder who has converted all or any portion of the shares of Series C Preferred
cash in an amount equal to any fractional shares, such amount of cash to be
determined by multiplying the closing trading price on the last trading day
prior to the date of the conversion by the amount of the fractional share.

     (d)  LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of evidence
of the loss, theft, destruction or mutilation of any certificates representing
shares of Series C Preferred, and (in the case of loss, theft or destruction) of
indemnity or security reasonably satisfactory to the Company, and upon surrender
and cancellation of the certificate(s), if mutilated, the Company shall execute
and deliver new certificate(s) of like tenor and date.

                                        7


However, Company shall not be obligated to re-issue such lost or stolen
certificates if Holder contemporaneously requests Company to convert such Series
C Preferred into Common.

     (e)  MANDATORY CONVERSION. The Series C Preferred is subject to mandatory
conversion, at which time all shares of Series C Preferred will automatically be
converted at the Conversion Price, (i) upon the completion of a firm
underwritten public offering of Common by the Company (a "Public Offering") in
which (a) gross proceeds to the Company, before expenses and underwriters'
discounts and commissions, of at least $20,000,000 are received, (b) the Common
so offered is sold at an offering price per share to the public of at least 200%
of the Conversion Price then in effect, and (c) the Holders receive, as a
consequence of participation in such Public Offering, net proceeds equal to or
greater than $3,900,000 (a Public Offering which meets the conditions set forth
in (a), (b) and (c) above being referred to as a "Qualified Public Offering"),
or (ii) immediately following the completion of a Public Offering that is not a
Qualified Public Offering, but, (a) in which the Company receives gross
proceeds, before expenses and underwriters' discounts and commissions, of at
least $20,000,000, and (b) upon the "Market Price" (as defined below) for each
share of Common exceeding 200% of the Conversion Price then in effect for twenty
(20) consecutive trading days, and the average daily trading volume of the
Common for such twenty (20) consecutive day period exceeding 10,000 shares.
"Market Price" shall mean the closing bid price for the Common, as reported by
the Nasdaq National Market System ("Nasdaq"), or if the Common is not traded on
Nasdaq, the closing price or, if not available, the low price of the Common in
the over-the-counter market or the principal national securities exchange on
which the Common is traded.

     (f)  RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Company shall at
all times reserve and keep available out of its authorized but unissued shares
of Common such number of its shares of Common as shall from time to time be
sufficient to effect the conversion of all then outstanding shares of Series C
Preferred. The Company covenants and agrees that if at any time it would be
unable to fully convert all shares of Series C Preferred then outstanding, it
will promptly use its best efforts to obtain stockholder approval, within 135
days thereafter, to amend its Certificate of Incorporation to increase the
number of authorized shares of Common by an amount sufficient to permit the
conversion of all shares of Series C Preferred then outstanding.

     (g)  REDEMPTION BY COMPANY.

          (i)     REDEMPTION DATE. The Company shall redeem all outstanding
shares of the Series C Preferred on the fifth anniversary of the date of the
original issuance of the shares of Series A Preferred (the "Redemption Date").

          (ii)    REDEMPTION PRICE. The redemption price per share of Series C
Preferred shall equal $12.00 per share of Series C Preferred (to be adjusted
proportionately if the shares of Series C Preferred to which such amount is
applicable are subdivided into a greater number or combined into a lesser
number).

                                        8


          (iii)   MECHANICS OF REDEMPTION. The Company shall effect each such
redemption by giving notice thereof ("Redemption Notice"), by facsimile, by
5 P.M. New York City time no later than the tenth (10th) business day prior to
the Redemption Date and shall provide a copy of such redemption notice by
overnight or 2-day courier, to each Holder and the Company's transfer agent for
the Series C Preferred ("Series C Transfer Agent"). Such redemption notice shall
indicate the applicable redemption price and whether the Company has elected, at
its option, to redeem the shares of Series C Preferred for cash (a "Cash
Redemption") or for Common (a "Redemption for Stock"). In the event of a
Redemption for Stock, the Company shall also specify in the Redemption Notice
the number of shares of Common to be issued to the Holder, which shall be based
on the following formula:

      Number of shares issued upon redemption of one (1) share of Series C
                                   Preferred =

                                Redemption Price
                          -----------------------------
                            Adjusted Conversion Price

where, the "Adjusted Conversion Price" shall equal ninety five percent (95%) of
the average closing sale price of the Common as reported by Nasdaq for the
previous twenty (20) trading days ending on the day before the Redemption Date.

          (iv)    HOLDER'S CONVERSION RIGHTS. Notwithstanding the foregoing.
Holder shall have five business days following receipt of the Redemption Notice
from the Company to elect, in its sole discretion, to convert all or part of the
Series C Preferred otherwise being redeemed. Such conversion shall be effected
in accordance with the provisions of SECTION 5 hereof, and if an appropriate
Notice of Conversion is delivered to the Company in a timely manner, such shares
of Series C Preferred shall be deemed to be converted and not redeemed.

          (v)     OPTIONAL REDEMPTION. Upon a "Change of Control Transaction"
(as defined herein), the Company shall redeem, at the option of the Holder, upon
receipt of a written redemption request from such Holder, the Series C Preferred
either through Cash Redemption or a Redemption for Stock, at the option of the
Company. In the event of a Cash Redemption, the Company shall issue cash for the
accreted value of the shares of Series C Preferred, which shall be the initial
purchase price of $8 per share plus interest of 8.19 percent per annum
calculated based on the number of actual days elapsed in a 365 day year or 366
day year, as appropriate, from June 4, 1997 plus any dividends which have been
declared and which the Holders are entitled to receive with respect to each
share of Series C Preferred (the "Accreted Value"). In the event of a Redemption
for Stock, the number of shares of Common to be issued to the Holder shall be
based on the following formula:

      Number of shares issued upon redemption of one (1) share of Series C
                                   Preferred =

                                 Accreted Value
                         -------------------------------
                            Adjusted Conversion Price

                                        9


where, the "Adjusted Conversion Price" shall equal ninety five percent (95%) of
the average closing bid price of the Common as reported by Nasdaq for the
previous ten (10) business days ending on the day before the Redemption Date.

A "Change of Control Transaction," is defined as any merger, consolidation or
reorganization of the Company pursuant to which shares of capital stock of the
Company are converted into cash, securities or other property in which the
holders of a majority of the voting capital stock of the Company (on an
as-converted and exercised basis) immediately prior thereto beneficially own,
directly or indirectly, less than 50% Of the combined voting power of the
capital stock of the company surviving or resulting from such merger,
consolidation or reorganization.

          (vi)    PAYMENT OF REDEMPTION PRICE OR ISSUANCE OF SHARE CERTIFICATES.
Upon receipt of a Redemption Notice, Holder shall send its shares of Series C
Preferred being redeemed to the Company or its Series C Transfer Agent, and the
Company shall pay the applicable redemption price within three (3) business days
of receipt of the shares of Series C Preferred, if a Cash Redemption, or issue
certificates representing shares of Common, if a Redemption for Stock. The
Company shall not be obligated to deliver the redemption price or shares of
Common, as the case may be, unless the shares of Series C Preferred so redeemed
are delivered to the Company or its Series C Transfer Agent, or, in the event
one or more certificates have been lost, stolen, mutilated or destroyed, Holder
delivers to the Company a lost certificate affidavit and indemnification
agreement reasonably satisfactory to the Company and the Series C Transfer
Agent. Any redemption payment owed to any Holder under this SECTION 5(g) which
is not paid when due shall bear interest at a rate of 4% in excess of the prime
rate of interest in effect as announced by KeyBank of New York.

     Section 6.   VOTING RIGHTS. The Holder of each outstanding share of
Series C Preferred shall have the right to one vote for each share of Common
into which each such share of Series C Preferred could then be converted
(assuming, for this purpose only, that shares of Series C Preferred are
convertible into fractional shares) at the record date for the determination of
stockholders entitled to vote on such matters or, if no such record date is
established, at the date of such vote is taken or any written consent of
stockholders is solicited. With respect to such vote, such Holder shall have
full voting rights and powers equal to the voting rights and powers of the
holders of shares of Common, shall be entitled to notice of any stockholders'
meeting in accordance with the By-Laws of the Company, and shall be entitled to
vote, together with holders of shares of Common, with respect to any question
upon which stockholders of the Company have the right to vote. With respect to
all matters upon which stockholders of the Company are entitled to vote, the
holders of outstanding shares of Common and the Holders of all outstanding
shares of Series C Preferred shall vote together without regard to class, except
as expressly required herein, by the Certificate of Incorporation and the
By-Laws of the Company or the Business Corporation Law of the State of New
Jersey.

     Section 7.   STATUS OF CONVERTED STOCK. If any shares of Series C Preferred
shall be converted pursuant to SECTION 5 above, the shares so converted shall be
canceled, shall return

                                       10


to the status of authorized but unissued Preferred Stock of no designated
series, and shall not be issuable by the Company as Series C Preferred.

     Section 8.   PROTECTIVE PROVISION. So long as shares of Series C Preferred
are outstanding, the Company shall not without first obtaining the approval (by
vote or written consent, as provided by the applicable laws of the State of New
Jersey) of the Holders of at least a majority of the then outstanding shares of
Series C Preferred;

     (a)  alter or change the rights, preferences or privileges of the Series C
Preferred so as to affect adversely the Series C Preferred;

     (b)  increase the size of the authorized number of Series C Preferred; or

     (c)  do any act or thing not authorized or contemplated by this Certificate
of Designation which would result in taxation of the Holders of shares of the
Series C Preferred under Section 305 of the Internal Revenue Code of 1986, as
amended (or any comparable provision of the Internal Revenue Code as hereafter
from time to time amended).

     If Holders of at least a majority of the then outstanding shares of Series
C Preferred agree to allow the Company to alter or change the rights,
preferences or privileges of the shares of Series C Preferred, pursuant to
SUBSECTION 8(a) above, so as to affect the Series C Preferred, then the Company
will promptly deliver notice of such approved change to the Holders that did not
agree to such alteration or change."

     3.   Such resolution was duly adopted by the Board of Directors of the
Corporation on May 28, 1997.

     4.   The Restated Certificate of Incorporation, as amended, is amended so
that the designation and number of shares of each class and series acted upon in
the resolution, and the relative rights, preferences and limitations of each
such class and series, are as stated in the resolution.

                                       11


     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed on its behalf this 28th day of October, 1997.


                                              KTI, INC.


                                              By:  /s/ Robert E. Wetzel
                                                  ------------------------------
                                                  Name:  Robert E. Wetzel
                                                  Title: Senior Vice President

                                       12


     Check Appropriate Statute:

        /X/  Title 14A:1-6 (5) New Jersey Business Corporation Act (File in
             DUPLICATE)

        / /  Title 15A:1-7 (e) New Jersey Business Corporation Act (File in
             TRIPLICATE)

                                                                    COR
CERTIFICATE OF CORRECTION OF:                                      FILED

CORPORATION NAME: KTI, INC.                                      NOV 3 1997

CORPORATION NUMBER:                                             LONNA R. HOOKS
                                                              SECRETARY OF STATE

     The undersigned hereby submits for filing a Certificate of Correction
executed on behalf of the above named Corporation, pursuant to the provisions of
the appropriate Statute, checked above, of the New Jersey Statutes.

1. The Certificate to be corrected is: Certificate of Amendment to the Restated
Certificate of Incorporation of KTI, Inc. (the "Corporation"), filed August 8,
1997 (the "Certificate").

2. The inaccuracies in the Certificate are (indicate inaccuracies or defects):

          (a)  The word "fractional" on the thirteenth line on page 6 of the
          Certificate was incorrectly spelled "factional".

          (b)  The last line of Section 6(b)(i) on page 14 of the Certificate
          refers to the redemption price, as opposed to the Redemption Date.

          (c)  Section 8(a)(i) on page 20 of the Certificate failed to state the
          rate at which the Corporation may convert the Series B Convertible
          Exchangeable Preferred Stock into the Corporation's 8 3/4% Convertible
          Subordinated Notes due 2004.

          (d)  Section 9(a) on page 23 of the Certificate failed to specify that
          a Change of Control Payment may be made at the Option of the
          Corporation either in cash or, in certain circumstances, shares of
          common stock of the Corporation.

3. The Certificate of Correction hereby reads as follows:

          (a)  The word "factional" on the thirteenth line on page 6 of the
          Certificate is hereby deleted and replaced with the word "fractional".

          (b)  The last line of Section 6(b)(i) on page 14 of the Certificate is
          hereby amended by deleting "redemption price" and replacing it with
          "Redemption Date".

                                                                      0100279875



          (c)  Section 8(a)(i) of the Certificate is amended by adding the
          following after "8 3/4% Convertible Subordinated Notes due 2004 (the
          "Exchange Notes") on any Dividend Payment Date":

                    "at a rate of $25.00 principal amount of Exchange
                    Notes for each share of Series B Preferred and
                    which Exchange Notes will be convertible into
                    Common Stock of the Corporation at the Conversion
                    Price which would have been applicable to the
                    Series B Preferred if the Series B Preferred had
                    remained outstanding."

          (d)  The following shall be added to the end of Section 9(a) of the
          Certificate:

                    "The Change of Control Payment shall be made at
                    the option of the Corporation either in (a) cash
                    or (b) fully registered shares of Common Stock of
                    the Corporation valued at 95% of the average
                    closing price of the Common Stock during the 20
                    trading days prior to such Change of Control
                    Payment if the Board of Directors has determined
                    that the payment in the form of fully registered
                    shares of Common Stock of the Corporation will not
                    adversely affect the voting rights, preferences,
                    privileges or relative, participating, optional or
                    other specified rights of the holders of the
                    Series B Preferred or the holders of the Common
                    Stock."



        Signature:   /s/ Robert E. Wetzel
                     ------------------------

        Name:        Robert E. Wetzel
                     ------------------------

        Title:       Senior Vice President
                     ------------------------

        Date:        October 31, 1997
                     ------------------------



                                                                      AMC
                                                                     FILED

                                                                 MAY 20 1998

                                                                LONNA R. HOOKS
                                                              SECRETARY OF STATE

                         CERTIFICATE OF AMENDMENT TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                  OF KTI, INC.

          Pursuant to provisions of Section 14A:9-2(4) and 14A:9-4(3),
Corporations, General, of the New Jersey Statutes, the undersigned Corporation
executes the following Certificate of Amendment to its Restated Certificate of
Incorporation:

          1.   The name of the Corporation is KTI, Inc.

          2.   The following amendment to the Certificate of Incorporation was
approved by the Board of Directors and thereafter duly adopted by the
shareholders of the Corporation on May 13, 1998.

          Resolved that ARTICLE THIRD of the Restated Certificate of
Incorporation be amended to read in its entirety as follows:

                                 "ARTICLE THIRD

          The total number of shares of Common Stock which the Corporation shall
have authority to issue is Forty Million (40,000,000) shares without par value.
The Corporation shall also have authority to issue Ten Million (10,000,000)
shares of Preferred Stock."

          3.   The number of shares entitled to vote upon the amendment was
9,477,953 shares.

          4.   The number of shares voting for, against and abstaining from
voting for such amendment are as follows:

                                                   
          Number of shares voting for amendment:                4,915,334
          Number of shares voting against amendment:              236,617
          Number of shares abstaining from voting:                  1,174

          


          5.   The foregoing amendment to the Restated Certificate of
Incorporation shall become effective at the close of business on the date of
filing.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed on its behalf this 18th day of May, 1998.

                                                  KTI, INC.


                                                  By: /s/ Martin J. Sergi
                                                     ------------------------
                                                     Martin J. Sergi,
                                                     President

                                                                      0100279875



                                                                 COR
                                                                FILED

                                                              NOV 20 1998

                                                        James A. DiEleutorto, Jr
                                                            State Treasurer

     Check Appropriate Statute:

        /X/  Title 14A:1-6 (5) New Jersey Business Corporation Act (File in
             DUPLICATE)

        / /  Title 15A:1-7 (e) New Jersey Business Corporation Act (File in
             TRIPLICATE)

CERTIFICATE OF CORRECTION OF:

CORPORATION NAME: KTI, INC.

CORPORATION NUMBER:

     The undersigned hereby submits for filing a Certificate of Correction
executed on behalf of the above named Corporation, pursuant to the provisions of
the appropriate Statute, checked above, of the New Jersey Statutes.

1.   The Certificate to be corrected is: Certificate of Amendment to the
Restated Certificate of Incorporation of KTI, Inc., filed May 20, 1998 (the
"Certificate").

2.   The inaccuracy in the Certificate is (indicate inaccuracy or defect); The
second paragraph of Paragraph 2 of the Certificate incorrectly stated that
Article Third was amended in its entirety. In fact, only the first paragraph of
Article Third was amended.

3.   The Certificate of Correction hereby reads as follows: Paragraph 2 of the
Certificate is amended and restated in its entirety as follows:

       "2.  The following amendment to the Restated Certificate of Incorporation
       was approved by the Board of Directors and thereafter duly adopted by the
       shareholders of the Corporation on May 13, 1998:

            Resolved that the first paragraph of ARTICLE THIRD of the Restated
       Certificate of Incorporation be amended to read as follows:

                                 "ARTICLE THIRD

            The total number of shares of Common Stock which the Corporation
       shall have authority to issue is Forty Million (40,000,000) shares
       without par value. The Corporation shall also have authority to issue ten
       million (10,000,000) shares of Preferred Stock."

S509229
J972485
                                                                      0100279875



        Signature:   /s/ Robert E. Wetzel
                     ----------------------

        Name:        Robert E. Wetzel
                     ----------------------

        Title:       Senior Vice President
                     ----------------------

        Date:        November 20, 1998
                     ----------------------



                                                                       MRG
                                                                      FILED

                                                                   DEC 14 1999

                                                                 State Treasurer

                              CERTIFICATE OF MERGER

                                       OF

                                    KTI, INC.

                                       AND

                          RUTLAND ACQUISITION SUB, INC.

To the Department of the Treasury
State of New Jersey

Pursuant to the provisions of Section 14A:10-4.1 of the New Jersey Business
Corporation Act, it is hereby certified that:

     1. The names of the merging corporations are KTI, Inc., which is a business
corporation of the State of New Jersey and Rutland Acquisition Sub, Inc., which
is a business corporation of the State of New Jersey.

     2. Annexed hereto and made a part hereof is the Agreement and Plan of
Merger for merging Rutland Acquisition Sub, Inc. with and into KTI, Inc. as
approved by the directors and the shareholders entitled to vote of each of said
merging corporations.

     3. The number of shares of KTI, Inc. which were entitled to vote at the
time of the approval of the Agreement and Plan of Merger by its shareholders is
14,023,838, all of which are of one class.

     The number of the aforesaid shares which were voted for the Agreement and
Plan of Merger is 8,605,365, and the number of said shares which were voted
against the same is 50,827. The date of said vote and approval was
December 8, 1999.

     4. The number of shares of Rutland Acquisition Sub, Inc. which were
entitled to vote at the time of the approval of the Agreement and Plan of Merger
by its sole shareholder is 100, all of which are of one class.

     The sole shareholder entitled to vote of the aforesaid corporation approved
the Agreement and Plan of Merger pursuant to its written consent without a
meeting of shareholders; and the number of shares represented by such consent is
100. The date of said consent and approval was December 8, 1999.

     5. KTI, Inc. will continue its existence as the surviving corporation under
its present name pursuant to the provisions of the New Jersey Business
Corporation Act.

     6. The merger herein provided for shall become effective as of the date of
filing.

S-724879
J-1353409
J-1353410
                                                                      0100279875



Executed on December 13, 1999.

                                                  KTI, INC.

                                                  By:
                                                     ---------------------------

                             Signer's Name:       Ross Pirasteh
                             Signer's Capacity:   Chairman of the Board


                                                  RUTLAND ACQUISITION SUB, INC.

                                                  By: /s/ John W. Casella
                                                     ---------------------------

                             Signer's Name:       John W. Casella
                             Signer's Capacity:   President



Executed on December 13, 1999.

                                                  KTI, INC.

                                                  By: /s/ Ross Pirasteh
                                                     ---------------------------

                             Signer's Name:       Ross Pirasteh
                             Signer's Capacity:   Chairman of the Board


                                                  RUTLAND ACQUISITION SUB, INC.

                                                  By:
                                                     ---------------------------

                             Signer's Name:       John W. Casella
                             Signer's Capacity:   President



                                                                    Exhibit 3.73

                                     BYLAWS

                                       OF

                          RUTLAND ACQUISITION SUB, INC.

             The Bylaws are adopted by the Corporation and are supplemental to
             the New Jersey Business Corporation Act as the same shall from time
             to time be in effect.

ARTICLE I. NAME.

          SECTION 101.  NAME. The name of the Corporation is Rutland Acquisition
Sub, Inc.

          SECTION 102.  STATE OF INCORPORATION. The Corporation has been
incorporated under the laws of the State of New Jersey.

ARTICLE II. REGISTERED AND PRINCIPAL OFFICES.

          SECTION 201.  REGISTERED OFFICE, REGISTERED AGENT. The registered
office of the Corporation in the State of New Jersey shall be at 830 Bear Tavern
Road, Suite 305, West Trenton, NJ 08628-1020, and the Corporation's registered
agent at such address shall be Corporation Service Company.

          SECTION 202.  OFFICES. The principal office of the Corporation and any
other offices of the Corporation shall be located at such place(s), within or
without the State of New Jersey, as the Board of Directors may from time to time
determine or as the business of the Corporation may require.

ARTICLE III. SHAREHOLDERS AND DIRECTORS.

          SECTION 301.  PLACE OF SHAREHOLDERS' MEETINGS. All meetings of the
shareholders shall be held at such place or places, within or without the State
of New Jersey, as shall be fixed by the Board of Directors from time to time.

          SECTION 302.  ANNUAL SHAREHOLDERS' MEETING. The annual meeting of the
shareholders, for the election of directors and the transaction of such other
business as may properly be brought before such meeting, shall be held at such
place and such time, within or without the state of New Jersey, that the Board
of Directors may fix.



          SECTION 303.  NUMBER OF DIRECTORS. The Board of Directors shall
initially consist of two directors. Thereafter, the exact number of directors
shall be determined by resolution of the Board of Directors or by the
shareholders at an annual or special meeting.

          SECTION 304.  TERM OF DIRECTORS. Each director shall serve until his
successor shall be elected and qualify.

          SECTION 305.  RESIGNATIONS OF DIRECTORS. Any director may resign at
any time. Such resignation shall be in writing, but the acceptance thereof shall
not be necessary to make it effective.

          SECTION 306.  COMPENSATION OF DIRECTORS. Unless the Board of Directors
shall otherwise determine, directors shall not be entitled to any compensation
for their services as directors. Any director may serve the Corporation in
another capacity and be entitled to such compensation therefor as may be
determined by the Board of Directors.

          SECTION 307.  ANNUAL MEETING OF DIRECTORS. An annual meeting of the
Board of Directors shall be held in each calendar year immediately following the
annual meeting of shareholders.

          SECTION 308.  MEETINGS OF DIRECTORS. Meetings of the Board of
Directors may be called by the President or by a majority of the directors. Any
such meeting may be held within or without the State of New Jersey.

          SECTION 309.  NOTICE OF DIRECTORS' MEETINGS. Whenever notice of a
meeting of the Board of Directors shall be required, it shall be in writing.
Unless otherwise required by law or these Bylaws, neither the business to be
transacted at, nor the purpose of, any regular meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.

          SECTION 310.  COMMITTEES. In the absence or disqualification of any
member of any committee or committees established by the Board of Directors, the
member or members thereof present at any meeting of such committee or
committees, and not disqualified from voting, whether or not he or she
constitute a quorum, may unanimously appoint another director to act at the
meeting in the place of any such absent or disqualified member.

          SECTION 311.  ABSENTEE PARTICIPATION IN MEETINGS. One or more
directors or shareholders may participate in a meeting of the Board of
Directors, or of a committee of the Board, or a meeting of

                                        2


the shareholders, by means of a conference telephone or similar communications
equipment, by means of which all persons participating in the meeting can hear
each other.

          SECTION 312.  DESIGNATION OF PRESIDING AND RECORDING OFFICERS. The
directors or shareholders, at any meeting of directors or shareholders, as the
case may be, shall have the right to designate any person, whether or not an
officer, director or shareholder, to preside over, or record the proceedings of,
such meeting.

ARTICLE IV. OFFICERS.

          SECTION 401.  THE OFFICERS. The Corporation shall have a President, a
Secretary and a Treasurer, and may have a Chairman of the Board, one or more
Vice presidents, one or more Assistant Secretaries, and one or more Assistant
Treasurers. Any two or more offices may be held by the same person.

          SECTION 402.  ELECTION AND TERM OF OFFICERS. The President, Secretary,
and Treasurer of the Corporation shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. All other officers shall be elected by the Board of
Directors at the time, in the manner, and for such term as the Board from time
to time shall determine. Each officer shall hold office until his or her
successor shall have been duly elected and shall have qualified, or until he or
she shall resign or shall have been removed.

          SECTION 403.  COMPENSATION. Unless otherwise provided by the Board of
Directors, the compensation of officers and assistant officers of the
Corporation shall be fixed by the President.

          SECTION 404.  PRESIDENT. The President shall be the chief executive
officer of the Corporation, and, subject to the control of the Board of
Directors and such limitations as may be provided by the Board of Directors,
shall in general supervise and control all of the business and affairs of the
Corporation. Unless a designation to the contrary shall be made at a meeting,
the President shall, when present, preside at all meetings of the shareholders
and of the Board of Directors. As authorized by the Board of Directors, he or
she shall execute and seal, or cause to be sealed, all instruments requiring
such execution, except to the extent that signing and execution thereof shall
have been expressly delegated by the Board of Directors to some other officer or
agent of the Corporation. Upon request of the Board of Directors, he or she
shall report to the

                                        3


Board all matters which the interest of the Corporation may require to be
brought to their notice.

          SECTION 405.  VICE PRESIDENT, SECRETARY, TREASURER, AND ASSISTANT
OFFICERS. The Vice President or Vice Presidents, in the order of their
seniority, unless otherwise determined by the Board of Directors, and in the
absence or disability of the President, shall perform the duties and exercise
the powers of the President.

          The Vice President or Vice Presidents, the Secretary, the Treasurer,
the Assistant Secretary or Secretaries, and the Assistant Treasurer or
Treasurers, shall act under the direction of the President, and shall perform
all such duties as may be prescribed by the President or the Board of Directors.

ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS.

          SECTION 501.  INDEMNIFICATION. To the full extent permitted by the
laws of the state of New Jersey, as they exist on the date hereof or as they may
hereafter be amended, the Corporation shall indemnify any person who is or was a
director, officer, employee or other agent of the Corporation or of any
constituent corporation absorbed by this Corporation in a consolidation or
merger and any person who is or was a director, officer, trustee, employee or
agent of any other enterprise serving as such at the request of the Corporation,
or of any such constituent corporation or the legal representative of any such
director, officer, trustee, employee or agent, (an "Indemnitee") who was or is
involved in any manner (including without limitation, as a party or witness) in
any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative, arbitrative legislative or
investigative (including, without limitation, any action, suit or proceeding by
or in the right of the Corporation to procure a judgment in its favor) (a
"Proceeding"), or who is threatened with being so involved, by reason of the
fact that he or she was a director or officer of the Corporation or, while
serving as a director or officer of the Corporation, is or was at the request of
the Corporation also serving as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan), against all expenses
(including attorneys' fees), judgments, fines penalties, excise taxes and
amounts paid in settlement and reasonably incurred by the Indemnitee in
connection with such Proceeding, provided that, there shall be no
indemnification hereunder with respect to any settlement or other nonadjudicated

                                        4


disposition of any threatened or pending Proceeding unless the Corporation has
given its prior consent to such settlement or disposition. The right of
indemnification created by this Article shall be a contract right enforceable by
an Indemnitee against the Corporation, and it shall be exclusive of any other
rights to which an Indemnitee may otherwise be entitled. The provisions of this
Article shall inure to the benefit of the heirs and legal representatives of an
Indemnitee and shall be applicable to proceedings commenced or continuing after
the adoption of this Article, whether arising from acts or omissions occurring
before or after such adoption. No amendment, alteration, change or repeal of or
to these Bylaws shall deprive any Indemnitee of any rights under this Article
with respect to any act or omission of such Indemnitee occurring prior to such
amendment, alteration, change, addition or repeal.

ARTICLE VI. FINANCIAL REPORTS TO SHAREHOLDERS.

          SECTION 601.  NO ANNUAL REPORT REQUIRED. The directors of the
Corporation shall not be required to send or cause to be sent to the
shareholders of the Corporation any annual financial report.

ARTICLE VII. SHARES OF CAPITAL STOCK.

          SECTION 701.  SIGNATURES OF SHARE CERTIFICATES. Each share certificate
shall be signed by the Chairman of the Board, President or a Vice President, and
by the Secretary or Treasurer, or an Assistant Secretary or an Assistant
Treasurer.

          SECTION 702.  LOST OR DESTROYED CERTIFICATES. Any person claiming a
share certificate to be lost, destroyed or wrongfully taken shall receive a
replacement certificate if said shareholder shall have: (a) requested such
replacement certificate before the Corporation has notice that the shares have
been acquired by a bona fide purchaser; (b) filed with the Corporation an
indemnity bond deemed sufficient by the Board of Directors; and (c) satisfied
any other reasonable requirements fixed by the Board of Directors.

          SECTION 703.  TRANSFER OF SHARES. All transfers of shares of the
Corporation shall be made upon the books of the Corporation upon surrender to
the Corporation or the transfer agent of the Corporation of a certificate or
certificates for shares, duly endorsed by the person named in the certificate or
an attorney, lawfully constituted in writing, or accompanied by proper evidence
of succession, assignment or authority to transfer. Thereupon, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificates and record the transaction upon

                                        5


its books.

ARTICLE VIII. BOOKS AND RECORDS.

          SECTION 801.  BOOKS AND RECORDS. The Corporation shall keep books and
records of account and minutes of the proceedings of shareholders, Board of
Directors, and committees, if any. Such books, records and minutes may be kept
outside the State of New Jersey.

ARTICLE IX. AMENDMENTS.

          SECTION 901.  AMENDMENT BY SHAREHOLDERS OR BOARD OF DIRECTORS. These
Bylaws may be amended or repealed by a majority vote of the members of the Board
of Directors, or by the vote of shareholders entitled to cast at least a
majority of the votes which all shareholders are entitled to cast thereon, as
the case may be, at any regular or special meeting duly convened after notice to
the shareholders or directors of that purpose.

          SECTION 902.  RECORDING AMENDMENTS. The text of all amendments to
these Bylaws shall be attached to the Bylaws with a notation of the date of each
such amendment and a notation of whether such amendment was adopted by the
shareholders or the Board of Directors.

ARTICLE X. ADOPTION OF BYLAWS AND RECORD OF AMENDMENT THERETO.

          SECTION 1001. ADOPTION AND EFFECTIVE DATE. These Bylaws have been
adopted as the Bylaws of the Corporation this 4th day of December, 1998 and
shall be effective as of such date.

          SECTION 1002. AMENDMENTS TO BYLAWS.

SECTION AMENDED        DATE AMENDED        ADOPTED BY

                                        6



                                                                    Exhibit 3.74

                                        Filing Fee $25

             DOMESTIC
        LIMITED PARTNERSHIP                    File No. 19840004LP Pages 2
                                               Fee Paid $ 250.00
                                               DCN     1961171500009 REST
                                               -----------FILED-----------------
           STATE OF MAINE                                04/26/1996

      RESTATED CERTIFICATE OF                           /s/ Gary Cooper
        LIMITED PARTNERSHIP                       ---------------------------
                                                   Deputy Secretary of State

                                        ----------------------------------------
                                         A TRUE COPY WHEN ATTESTED BY SIGNATURE

   Maine Energy Recovery Company
- -----------------------------------
    (Name of Limited Partnership                  ---------------------------
   as it appears on the record of                  Deputy Secretary of State
       the Secretary of State)

Pursuant to 31 MRSA Section 422.6., the undersigned adopt(s) the following
restated certificate of limited partnership:

FIRST:    The name of the limited partnership has been changed to (if no change,
          so indicate)

                     Maine Energy Recovery Company, Limited Partnership
          ----------------------------------------------------------------------
              (The words "Limited Partnership" must be contained in name
                Section 403.1.A and Section 524.1.B.)

SECOND:   The date of filing of the initial certificate of limited partnership
          7/19/83 and the name under which it was originally filed
          Maine Energy Recovery Company

THIRD:    The name of the Registered Agent, an individual Maine resident or a
          corporation, foreign or domestic, authorized to do business or carry
          on activities in Maine, and the address of the registered office are

                                      BRADLEY HUGHES
          ----------------------------------------------------------------------
                                          (name)

                      Three Lincoln Street, Biddeford, Maine 04005
          ----------------------------------------------------------------------
          (physical location - street (not P.O. Box), city, state and zip code)

                          P.O. Box 401, Biddeford, Maine 04005
          ----------------------------------------------------------------------
                        (mailing address if different from above)

FOURTH:   The name and business, residence or mailing address of each general
          partner is:

                      NAME                               ADDRESS

             Kuhr Technologies, Inc.             7000 Boulevard East
          ------------------------------      ----------------------------------
                                                 Guttenburg, New Jersey 07093
          ------------------------------      ----------------------------------

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

          / / Names and addresses of additional general partners are attached
          hereto as Exhibit ____, and made a part hereof.

FIFTH:    Other provisions of this certificate, if any, that the partners
          determine to include are set forth in Exhibit ____ attached hereto and
          made a part hereof.



GENERAL PARTNER(S)                          DATED 4/25/96

- ------------------------------------        ------------------------------------
            (signature)                             (type or print name)

- ------------------------------------        ------------------------------------
            (signature)                             (type or print name)

- ------------------------------------        ------------------------------------
            (signature)                             (type or print name)

FOR GENERAL PARTNER(S) WHICH ARE ENTITIES

Name of Entity  Kuhr Technologies, Inc.

By   /s/ Martin J. Sergi                        Martin J. Sergi, Treasurer
  ------------------------------------      ------------------------------------
         (authorized signature)               (type or print name and capacity)

Name of Entity
               -----------------------------------------------------------------

By
  ----------------------------------        ------------------------------------
       (authorized signature)                 (type or print name and capacity)

Name of Entity
               ---------------------------------------------------------------

By
  ----------------------------------        ------------------------------------
       (authorized signature)                 (type or print name and capacity)

- ----------
* Certificate must be signed by at least one general partner and by each other
general partner designated as a new [ILLEGIBLE] this restated certificate
(Section 424.1.B.). The execution of the certificate constitutes an oath or
affirmation, under the [ILLEGIBLE] swearing under Title 17-A, section 452, that,
to the best of the signers' knowledge and belief, the facts stated in the
[ILLEGIBLE] true (Section 424.3.).

      SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION #101, AUGUSTA,
                                 ME [ILLEGIBLE]
                                         ATTN: CORPORATE EXAMINING SECTION
                                                 TEL. (207) 289-4195

FORM NO. MLPA-6A  92



                                        Filing Fee $20.00

              DOMESTIC
         LIMITED PARTNERSHIP                   File No. 19840004LP Pages 2
                                               Fee Paid $ 20
                                               DCN     2013521800005  AGRO
           STATE OF MAINE                      -----FILED-----------------------
                                                        12/14/2001

     CHANGE OF REGISTERED AGENT
               ONLY OR                                 /s/ Julie R. Flynn
     CHANGE OF REGISTERED AGENT                   ---------------------------
        AND REGISTERED OFFICE                      Deputy Secretary of State

                                        ----------------------------------------
                                         A TRUE COPY WHEN ATTESTED BY SIGNATURE

  Maine Energy Recovery Company,
       Limited Partnership
- --------------------------------------
   (Name of Limited Partnership)                  ---------------------------
                                                   Deputy Secretary of State

Pursuant to 31 MRSA Section 407.2. and Section 422.3.D., the undersigned limited
partnership gives notice of the following change(s):

FIRST:    The name of the registered agent and the address of the registered
          office appearing on the record in the Secretary of State's office are

                                        Bradley Hughes
          ----------------------------------------------------------------------
                                            (name)

                    Three Lincoln Street, PO Box 401, Biddeford ME 04005
          ----------------------------------------------------------------------
                            (street, city, state and zip code)

SECOND:   The name of its successor registered agent, an individual Maine
          resident or a corporation, foreign or domestic, authorized to do
          business or carry on activities in Maine, and the address of the new
          registered office shall be

                                    C T Corporation System
          ----------------------------------------------------------------------
                                            (name)

          c/o C T Corporation System, One Portland Square, Portland, Maine 04101
          ----------------------------------------------------------------------
               (physical location (not P.O. Box), city, state and zip code)

          ----------------------------------------------------------------------
                         (mailing address if different from above)



DATED 12/11/01

GENERAL PARTNER(S)*

- --------------------------------------      -----------------------------------
          (signature)                               (type or print name)

FOR GENERAL PARTNER(S) WHICH ARE ENTITIES

Name of Entity  KTI Environmental Group, Inc.

By   /s/ Richard A. Norris                   Richard A. Norris, VP, Treasurer
  ------------------------------------      -----------------------------------
        (authorized signature)               (type or print name and capacity)

THE FOLLOWING SHALL BE COMPLETED BY TITLE REGISTERED AGENT UNLESS THIS
DOCUMENT IS ACCOMPANIED BY FORM MLPA-18 (Section 407.1-A.).

The undersigned hereby accepts the appointment as registered agent for the
above named limited partnership.

REGISTERED AGENT                            DATED  12/12/01

- --------------------------------------      -----------------------------------
          (signature)                               (type or print name)

FOR REGISTERED AGENT WHICH IS A CORPORATION

Name of Corporation C T Corporation System

By    /s/ Amy Berteletti                 Amy Berteletti, Spec. Asst. Secretary
  ------------------------------------   -------------------------------------
        (authorized signature)             (type or print name and capacity)

- ----------
*Certificate MUST be signed by
   (1) at least one GENERAL PARTNER OR
   (2) any duly authorized person.
The execution of this certificate constitutes an oath or affirmation under the
penalties of false swearing under Title 17-A, section 453.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                                 TEL. (207) 287-4195

FORM NO. MLPA-3  Rev. 8/2000



                                Filing Fee $35.00
                                (If amending ONLY Item FOURTH filing fee $20.00)

           DOMESTIC                            File No. 19840004LP Pages 2
     LIMITED PARTNERSHIP                       Fee Paid $ 20
                                               DCN     2021201300004  GPAD
        STATE OF MAINE                         -------FILED---------------------
                                                   04/22/2002

   CERTIFICATE OF AMENDMENT                          /s/ Julie R. Flynn
                                                  -------------------------
                                                  Deputy Secretary of State

                                        ----------------------------------------
                                         A TRUE COPY WHEN ATTESTED BY SIGNATURE
   Maine Energy Recovery Company,
         Limited Partnership
- -------------------------------------
    (Name of Limited Partnership)                 -------------------------
                                                  Deputy Secretary of State

Pursuant to 31 MRSA Section 422, the undersigned limited partnership executes
and delivers for filing this certificate of amendment:

FIRST:    The name of the limited partnership has been changed to (if no change,
          so indicate)

          No Change
          ----------------------------------------------------------------------
                 (The name must contain one of the following: "Limited
           Partnership", "L.P." or "LP": Section 403.1.A. and Section 524.1.B.)

SECOND:   The name and business, residence or mailing address of each NEW
          general partner is (if no change, so indicate):

                      NAME                                ADDRESS

          No Change
          ------------------------------    ------------------------------------

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

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

          / /  Names and addresses of additional new general partners are
               attached hereto as Exhibit ____, and made a part hereof.

THIRD:    The name of each WITHDRAWING general partner is (if no change, so
          indicate):

          N/A
          ----------------------------------------------------------------------

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

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

          / /  Names and additional withdrawing general partners are attached
               hereto as Exhibit ____, and made a part hereof.

FOURTH:   If the business, residence or mailing address of any general partner
          has changed, the new address is (if no change, so indicate):



                      NAME                              NEW ADDRESS
                                         
          KTI Environmental Group, Inc.     110 Main Street, Suite 1308, Saco, ME 04072
          ------------------------------    --------------------------------------------------

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

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


          / /  Names of new addresses of general partners are attached hereto
               as Exhibit ____, and made a part hereof.



FIFTH:    Other amendments [ILLEGIBLE] certificate, if any, that the partners
          determine [ILLEGIBLE] adopt are set forth in Exhibit ____ attached
          hereto and made a part hereof.

DATED April 19, 2002

GENERAL PARTNER(S)*

- ------------------------------------        ------------------------------------
           (signature)                              (type or print name)

- ------------------------------------        ------------------------------------
           (signature)                              (type or print name)

- ------------------------------------        ------------------------------------
           (signature)                              (type or print name)

FOR GENERAL PARTNER(S) WHICH ARE ENTITIES

Name of Entity  KTI Environmental Group, Inc.        /s/ Richard A. Norris
                                                  ----------------------------

By                                            Richard A. Norris, VP, Treasurer
  ------------------------------------      ------------------------------------
        (authorized signature)                (type or print name and capacity)

Name of Entity
               -----------------------------------------------------------------

By
  ------------------------------------      ------------------------------------
        (authorized signature)                (type or print name and capacity)

Name of Entity
               -----------------------------------------------------------------

By
  ------------------------------------      ------------------------------------
        (authorized signature)                (type or print name and capacity)

- ----------
* Certificate MUST be signed by
    (1) at least one GENERAL PARTNER AND
    (2) each NEW GENERAL PARTNER OR
    (3) any duly authorized person.
The execution of this certificate constitutes an oath or affirmation under the
penalties of false swearing under Title 17-A, section 453.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                           101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                            TEL. (207) 624-7740

M NO MLPA-9   Rev. 4/16/2001



                                        Filing Fee $40.00

              DOMESTIC
         LIMITED PARTNERSHIP                   19840004LP         $40.00
                                              -------------     ------------
                                                  FILE NO         FEE PAID

           STATE OF MAINE                                   FILED

                                                        March 12, 1992
                                                  -------------------------
     CERTIFICATE OF APPOINTMENT
       OF REGISTERED AGENT AND                        /s/ Gary Cooper
          REGISTERED OFFICE                       -------------------------
                                                  Deputy Secretary of State

                                        ----------------------------------------
                                         A TRUE COPY WHEN ATTESTED BY SIGNATURE

     MAINE ENERGY RECOVERY COMPANY
- --------------------------------------
     (Name of Limited Partnership)                -------------------------
                                                  Deputy Secretary of State

Pursuant to 31 MRSA Section 524.1.C.1.a., the undersigned limited partnership
formed under the laws of the State of Maine on (date) JULY 19, 1983 advises
you of the following:

        The name of the Registered Agent, an individual Maine resident or a
        corporation, foreign or domestic, authorized to do business or carry
        on activities in Maine, and the address of the registered office
        shall be

                    DAVID CONSALVO C/O MAINE ENERGY RECOVERY COMPANY
        ----------------------------------------------------------------------
                                      (name)

                      THREE LINCOLN STREET, BIDDEFORD, MAINE 04005
        ----------------------------------------------------------------------
        (physical location - street (not P.O. Box), city, state and zip code)

                         P.O. BOX 401, BIDDEFORD, MAINE 04005
        ----------------------------------------------------------------------
                       (mailing address if different from above)

GENERAL PARTNER(S)*                         DATED  FEBRUARY 19, 1992

- ------------------------------------        ------------------------------------
          (signature)                               (type or print name)

FOR GENERAL PARTNER(S) WHICH ARE ENTITIES

Name of Entity    KUHR TECHNOLOGIES, INC.

By    /s/ Martin J. Sergi           MARTIN J. SERGI - CHIEF FINANCIAL OFFICER
  -----------------------------     ------------------------------------------
      (authorized signature)             (type or print name and capacity)

- ----------
* Certificate must be signed by at least one general partner (Section 424.1.B.).
The execution of the certificate constitutes an oath or affirmation, under the
penalties of false swearing under Title 17-A, section 452, that, to the best of
the signers' knowledge and belief, the facts stated in the certificate are true
(Section 424.3.).

      SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION #101, AUGUSTA,
                                  ME 04333-0101
                                          ATTN: CORPORATE EXAMINING SECTION
                                                     TEL. (207) 289-4195

FORM NO. MLPA-3C 92



                                                                    Exhibit 3.75

File No. 840004LP                                                    MAINE
Fee Paid $25.00                                               SECRETARY OF STATE
C.B.     -----                                                       FILED
Date JUL 23 1986
                                                                 July 3, 1986
                                                                /s/ [ILLEGIBLE]
                                                              ------------------
                                                              Secretary of State
                                                                     AGENT


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

                           SECOND AMENDED AND RESTATED

                          AGREEMENT AND CERTIFICATE OF

                               LIMITED PARTNERSHIP

                                       OF

                          MAINE ENERGY RECOVERY COMPANY

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


                                  June 30, 1986



                                TABLE OF CONTENTS



ARTICLE       Title                                                                 Page
- -------       -----                                                                 ----
                                                                              
1.            DEFINITIONS.....................................................        2

1.1           Affiliated Person...............................................        2
1.2           Amended Partnership Agreement...................................        2
1.3           Associate.......................................................        2
1.4           Assumed Debt....................................................        2
1.5           Assumption Agreement............................................        2
1.6           Bankruptcy......................................................        2
1.7           Bonds...........................................................        3
1.8           Bond Resolution.................................................        3
1.9           Capital Account.................................................        3
1.10          Capital Contribution Agreements.................................        3
1.11          Capital Contributions...........................................        3
1.12          City............................................................        4
1.13          Code............................................................        4
1.14          Consent.........................................................        4
1.15          Construction Contract...........................................        4
1.16          Contractor......................................................        4
1.17          Credit Enhancer.................................................        4
1.18          Credit Facility.................................................        4
1.19          Deductible Expense..............................................        4
1.20          Development Fee.................................................        4
1.21          Disposition.....................................................        5
1.22          Facility Fee....................................................        5
1.23          Fiscal Year.....................................................        5
1.24          GAAP............................................................        5
1.25          General Partner.................................................        5
1.26          IDB Closing.....................................................        5
1.27          In-Service Date.................................................        5
1.28          Limited Partner.................................................        5
1.29          Liquidator......................................................        6
1.30          Loan Agreement..................................................        6
1.31          Management Fee..................................................        6
1.32          Moody's.........................................................        6
1.33          Net Cash Flow...................................................        6
1.34          Net Sale or Refinancing Proceeds................................        7
1.35          Net Taxable Income..............................................        7
1.36          Net Tax Losses..................................................        7
1.37          Operation and Maintenance Agreement.............................        7
1.38          Partners........................................................        8
1.39          Partnership.....................................................        8
1.40          Partnership Act.................................................        8






ARTICLE       Title                                                                 Page
- -------       -----                                                                 ----
                                                                              
1.41          Person..........................................................        8
1.42          Power Purchase Agreement........................................        8
1.43          Project.........................................................        8
1.44          Qualified Investments...........................................        8
1.45          Qualifying Facility.............................................       10
1.46          Related Party...................................................       11
1.47          Reimbursement Agreement.........................................       11
1.48          Reserve Fund....................................................       11
1.49          Service.........................................................       11
1.50          S&P.............................................................       11
1.51          Substitute Limited Partner......................................       11
1.52          Tax Return ..... ...............................................       11
1.53          Total Project Costs.............................................       11
1.54          Transfer........................................................       12
1.55          Transfer Agreement..............................................       12
1.56          Transferee......................................................       12
1.57          Transferor......................................................       12
1.58          Trustee. .......................................................       12
1.59          Trust Indenture.................................................       12

2.            THE PARTNERSHIP AND ITS BUSINESS.................................      13

2.1           Continuation ...................................................       13
2.2           Name of Partnership.............................................       13
2.3           Address of Partnership..........................................       13
2.4           Purpose.........................................................       13
2.5           Term............................................................       13
2.6           Place of Business...............................................       13
2.7           Development Fee.................................................       14

3.            CAPITAL CONTRIBUTIONS...........................................       14

3.1           Capital Contributions and Partner Loans.........................       14
3.2           Additional Capital Contributions................................       19
3.3           Assumption of Partnership Liabilities...........................       20
3.4           No Interest on Capital .........................................       20
3.5           Capital Withdrawals and Returns.................................       20
3.6           Waiver of Partition and Dissolution Right.......................       20
3.7           Capital Accounts................................................       20


                                       ii




ARTICLE       Title                                                                 Page
- -------       -----                                                                 ----
                                                                              
4.            PROFITS AND LOSSES..............................................       22

4.1           Allocation of Profits and Losses................................       22
4.2           Restoration of Negative Capital Accounts........................       23

4.3           Partnership Adjustments.........................................       23
4.4           Allocations to Transferred Partnership Interests................       23

5.            DISTRIBUTIONS...................................................       24

5.1           Net Cash Flow...................................................       24
5.2           Net Sale or Refinancing Proceeds................................       24
5.3           Distributions in Kind...........................................       24

6.            POWERS, RIGHTS, AND DUTIES OF THE GENERAL PARTNER...............       25

6.1           Management......................................................       25
6.2           Fiduciary Duties ...............................................       27
6.3           Business with Affiliates or Associates..........................       28
6.4           Compensation....................................................       28
6.5           Reimbursement...................................................       28
6.6           Establishment of Reserves.......................................       29

7.            REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
                GENERAL PARTNER...............................................       30

7.1           Representations, Warranties and Covenants of the
                General Partner...............................................       30
7.2           Representations, Warranties and Covenants of ENI ...............       31
7.3           Representations, Warranties and Covenants of Realty.............       32
7.4           Representations, Warranties and Covenants of Project Capital....       33

8.            INDEMNIFICATION.................................................       33

8.1           Indemnity for Acts and Omissions................................       33


                                       iii




ARTICLE       Title                                                                 Page
- -------       -----                                                                 ----
                                                                              
9.            RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS..................       34

9.1           No Control by the Limited Partners..............................       34
9.2           Limitation on Liability.........................................       34
9.3           Power of Attorney...............................................       35

10.           TRANSFER OF LIMITED PARTNERSHIP INTERESTS.......................       36

10.1          No Unpermitted Transfers........................................       36
10.2          Permitted Transfers.............................................       36
10.3          Substitute Limited Partner......................................       38
10.4          Involuntary Withdrawal by a Limited Partner.....................       39
10.5          Transfers to Related Parties....................................       39

11.           WITHDRAWAL OF THE GENERAL PARTNER...............................       40

11.1          Assignment or Withdrawal by the General Partner.................       40
11.2          Voluntary Assignment or Withdrawal of the General Partner.......       40
11.3          Removal of the General Partner..................................       40
11.4          Successor General Partner.......................................       41

12.           DISSOLUTION AND WINDING-UP AFFAIRS..............................       42

12.1          Dissolution.....................................................       42
12.2          Winding-Up......................................................       43
12.3          Distributions Upon Dissolution and Termination..................       43

13.           ACCOUNTING AND REPORTS..........................................       43

13.1          Books and Records...............................................       43
13.2          Reports to Partners.............................................       44
13.3          Annual Tax Returns..............................................       45
13.4          Actions in Event of Audit.......................................       45

14.           GENERAL PROVISIONS..............................................       46

14.1          Amendments......................................................       46
14.2          Title to Partnership Property...................................       46


                                       iv




ARTICLE       Title                                                                 Page
- -------       ------                                                                ----
                                                                              
14.3          Notices.........................................................       46
14.4          Governing Law...................................................       47
14.5          Headings........................................................       48
14.6          Further and Additional Documents and Reports....................       48
14.7          Counterparts....................................................       48
14.8          Binding on Successors and Assigns...............................       48
14.9          Waiver..........................................................       48
14.10         Severability....................................................       48
14.11         Attorneys' Fees.................................................       49
14.12         Project Inspections.............................................       49
14.13         Creditors.......................................................       49
14.14         Remedies........................................................       49
14.15         Arbitration.....................................................       50
14.16         Payments on Non-Business Days...................................       50
14.17         Schedules and Exhibits..........................................       50
14.18         Number and Gender...............................................       51


                                        v


                           SECOND AMENDED AND RESTATED
                          AGREEMENT AND CERTIFICATE OF
                               LIMITED PARTNERSHIP
                                       OF
                         MAINE ENERGY RECOVERY COMPANY

          This SECOND AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED
PARTNERSHIP, dated as of the 30th day of June, 1986, is entered into by and
among KUHR TECHNOLOGIES, INC., a New Jersey corporation ("KTI"); ENERGY
NATIONAL, INC., a Utah corporation ("ENI"); CNA REALTY CORP., a Delaware
corporation ("Realty"); and PROJECT CAPITAL 1985, a New York general partnership
("Project Capital").

                              PRELIMINARY STATEMENT

          On the date hereof, KTI is the general partner and ENI and Realty are
the limited partners of Maine Energy Recovery Company (the "Partnership"), an
existing Maine limited partnership organized on June 30, 1983. KTI, ENI and
Realty now desire to admit Project Capital as a limited partner of the
Partnership, to continue the existence of the Partnership for the purposes
herein described, to amend and restate in its entirety the Partnership's limited
partnership agreement and its limited partnership certificate, and to enter into
this Agreement on the terms and conditions hereinafter set forth. KTI is
sometimes hereinafter referred to as the "General Partner." Each of ENI, Realty
and Project Capital is sometimes hereinafter referred to as a "Limited Partner,"
and, collectively, as the "Limited Partners." The General Partner and the
Limited Partners are sometimes hereinafter referred to, individually, as a
"Partner" and, collectively, as the "Partners."

          NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto do hereby agree as follows:



ARTICLE 1.  DEFINITIONS.

          As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):

          1.1       AFFILIATED PERSON. An "Affiliated Person" means an
"affiliate," as defined in Rule 405 under the Securities Act of 1933.

          1.2       AMENDED PARTNERSHIP AGREEMENT. The "Amended Partnership
Agreement" means the Amended and Restated Agreement and Certificate of Limited
Partnership of Maine Energy Recovery Company, dated as of June 17, 1985, among
Kuhr Technologies, Inc., Energy National, Inc., CNA Realty Corp. and Nicholas
Menonna, Jr.

          1.3       ASSOCIATE. An "Associate" means an "associate," as defined
in Rule 405 under the Securities Act of 1933.

          1.4       ASSUMED DEBT. The "Assumed Debt" shall mean the entire
outstanding amount under the Loan Agreement

          1.5       ASSUMPTION AGREEMENT. The "Assumption Agreement" is that
certain Assumption Agreement dated as of June 30, 1986, among the Partnership,
Project Capital, The Bank of Tokyo Trust Company and National Westminster Bank
USA.

          1.6       BANKRUPTCY. "Bankruptcy," with respect to the Partnership or
a Partner therein, means (a) an adjudication that such Partner or Partnership is
bankrupt or insolvent, or the entry of an order for relief under the Federal
Bankruptcy Code, (b) its inability to pay its debts as they mature, (c) the
making by it of an assignment for the benefit of creditors, (d) the filing by it
of a petition in bankruptcy or a petition for relief under any section of the
Federal Bankruptcy Code or any

                                        2


other applicable bankruptcy or insolvency statute or an answer admitting or
failing to deny the allegations of any such petition, (e) the filing against it
of any such petition (unless such petition is dismissed within thirty (30) days
from the date of filing thereof), or (f) the appointment of a trustee,
conservator or receiver for all or a substantial part of its assets (unless such
appointment is vacated or stayed within thirty (30) days from its effective
date).

          1.7       BONDS. The "Bonds" are the "Variable Rate Demand Resource
Recovery Revenue Bonds, (Maine Energy Recovery Company Project--Series 1985)" in
the aggregate principal amount of $81,000,000, issued by the City pursuant to
the Bond Resolution.

          l.8       BOND RESOLUTION. The "Bond Resolution" is that certain
resolution adopted July 19, 1983 as amended by resolutions adopted on August 14,
1984, November 14, 1984, December 20, 1984, May 15, 1985, and June 11, 1985, by
the City, pursuant to which the City resolved to issue the Bonds, as such
Resolution may be amended from time to time.

          1.9       CAPITAL ACCOUNT. A "Capital Account" is the account
maintained by the Partnership for each Partner, as provided in Section 3.7 of
this Agreement.

          1.10      CAPITAL CONTRIBUTION AGREEMENTS. "Capital Contribution
Agreements" are those certain Capital Contribution Agreements, between National
Westminster Bank USA and ENI, dated June 18, 1985, between National Westminster
Bank USA and Realty, dated June 18, 1985 and between National Westminster Bank
USA and Project Capital, as contemplated by Section 3.1(c) hereof, as the same
may be amended and/or restated from time to time.

          1.11      CAPITAL CONTRIBUTIONS. "Capital Contributions" are those
contributions which have been made to the capital of the Partnership by the
Partners pursuant to Section 3.1 of the Amended Partnership Agreement or are to
be made to the capital of the Partnership by the Partners pursuant to Section
3.1 of this Agreement.

                                        3


          1.12      CITY. The "City" is the City of Biddeford, Maine, a
municipal corporation.

          1.13      CODE. The "Code" means the United States Internal Revenue
Code of 1954, as amended from time to time.

          1.14      CONSENT. "Consent" means the written consent of a Person.

          1.15      CONSTRUCTION CONTRACT. The "Construction Contract" means
that certain turnkey construction contract between the Partnership and the
Contractor dated October 19, 1984, as amended, pursuant to which the
Contractor, either itself or through suppliers and subcontractors, will
provide the Partnership with design engineering, procurement and construction
services for the Project.

          1.16      CONTRACTOR. The "Contractor" is General Electric Company, a
New York corporation.

          1.17      CREDIT ENHANCER. The "Credit Enhancer" is National
Westminster Bank USA, a national banking association ("Nat-West").

          1.18      CREDIT FACILITY. The "Credit Facility" is the liquidity and
credit support facility provided by National Westminster Bank USA pursuant to
the Reimbursement Agreement.

          1.19      DEDUCTIBLE EXPENSE. A "Deductible Expense" means an expense
of the Partnership deductible for Federal income tax purposes in the relevant
Fiscal Year.

          1.20      DEVELOPMENT FEE. The "Development Fee" is the fee that the
Partnership pays to the General Partner pursuant to Section 2.7 of this
Agreement in consideration of its efforts in developing the Project.

                                        4


          1.21      DISPOSITION. "Disposition" means any sale or exchange
(either in one transaction or a series of transactions) to one or more buyers
pursuant to a plan of disposition formulated by the General Partner, or other
disposition including, but not limited to, an involuntary disposition giving
rise to insurance or other proceeds (except to the extent such proceeds are
included in Net Cash Flow) of all or any part of the Partnership's property.

          1.22      FACILITY FEE. The "Facility Fee" is the monthly fee that the
Partnership pays to the Credit Enhancer in consideration of the Credit
Facility.

          1.23      FISCAL YEAR. "Fiscal Year" means the tax year of the
Partnership, which is the calendar year pursuant to Section 7.1(j) of this
Agreement.

          1.24      GAAP. "GAAP" means generally accepted accounting principles
in the United States in effect from time to time.

          1.25      GENERAL PARTNER. The "General Partner" is Kuhr Technologies,
Inc., a New Jersey corporation ("KTI"), or its successors or lawful assigns.

          1.26      IDB CLOSING. The "IDB Closing" means the closing on the
Bonds, which occurred on June 18, 1985.

          1.27      IN-SERVICE DATE. The "In-Service Date" means the date the
Partnership places the Project in Service, pursuant to the Code and regulations
thereunder.

          1.28      LIMITED PARTNER. A "Limited Partner" is Energy National,
Inc., a Utah corporation ("ENI"), CNA Realty Corp., a Delaware corporation
("Realty"), Project Capital 1985, a New York general partnership ("Project
Capital"), or their respective successors or lawful assigns.

                                        5


          1.29      LIQUIDATOR. The "Liquidator" is a Person who shall be
responsible for taking all action necessary or appropriate upon the liquidation
of the Partnership to wind up its affairs and distribute its assets pursuant to
Article 12 of this Agreement. The Liquidator may be the General Partner or such
other Person as may be lawfully appointed.

          1.30      LOAN AGREEMENT. The "Loan Agreement" is that certain Loan
Agreement, dated as of June 1, 1985, between the Partnership and the City of
Biddeford.

          1.31      MANAGEMENT FEE. The "Management Fee" is the annual fee the
Partnership shall pay to the General Partner pursuant to Section 6.4 of this
Agreement in consideration of services performed on behalf of the Partnership.

          1.32      MOODY'S. "Moody's" means Moody's Investor Services, Inc.

          1.33      NET CASH FLOW. The "Net Cash Flow" of the Partnership for
the applicable or pertinent period means the operating receipts, including but
not limited to income from investments, for such period, including such receipts
as may be received by the Trustee, less the sum of (a) all costs and expenses
which the Partnership is obligated to incur for or during such period in the
operation of or in connection with the Partnership's property and the
Partnership, including, but not limited to, (1) payroll, (2) business taxes and
real and personal property taxes and assessments, and fees and expenses in
connection with the preparation of the Partnership's tax returns, (3) insurance
premiums, (4) all expenditures required to be made by the General Partner on
behalf of the Partnership and all management fees and expenses, (5) capital
improvements and the repair, maintenance and restoration of the improvements
(including any portion of the same to the extent not covered by insurance
proceeds), (6) expenditures required to be made under or in connection with any
contract, (7) fees and expenses of the Trustee, (8) the Facility Fee, and (9)
without limitation, all other costs and expenses, including capital
expenditures, required to be made by the Partnership;

                                        6


(b) all principal and interest and other sums and amounts payable for the
applicable or pertinent period on or in connection with any promissory note
secured by any mortgage or deed of trust to which the Partnership property or
any part thereof shall at any time be subject, and, without limitation, other
secured or unsecured indebtedness of the Partnership; and (c) reasonable
additional reserves for imminent future costs, expenses and payments, including
the replenishment of such reserves as reasonably determined by the General
Partner.

          1.34      NET SALE OR REFINANCING PROCEEDS. "Net Sale or Refinancing
Proceeds" are the net proceeds remaining from any sale or Disposition or taking
of all or part of the Partnership's property (including, without limitation,
eminent domain or condemnation proceeds or proceeds from a Transfer under a
threat of condemnation or eminent domain proceedings, title insurance proceeds
and casualty insurance proceeds) or any financing or refinancing of the
Partnership's property (including a refinancing of the indebtedness pursuant to
the Loan Agreement after the payment of all costs and expenses related
thereto, and the payment for any capital expenditures or expenses for which such
proceeds are to be used and the satisfaction of any mortgage debt and the
setting aside of any reserves as reasonably determined by the General Partner).

          1.35      NET TAXABLE INCOME. "Net Taxable Income" means the annual
net income of the Partnership, as determined for Federal income tax purposes.

          1.36      NET TAX LOSSES. "Net Tax Losses" means the annual net losses
of the Partnership, as determined for Federal income tax purposes.

          1.37      OPERATION AND MAINTENANCE AGREEMENT. "Operation and
Maintenance Agreement" means that certain Operation and Maintenance Agreement,
dated as of June 1, 1985, between General Electric Company and the Partnership.

                                        7


          1.38      PARTNERS. "Partners" means the General Partner and the
Limited Partners, collectively; "Partner" refers to any one of the Partners, or
its successors or assigns.

          1.39      PARTNERSHIP. The "Partnership" means Maine Energy Recovery
Company, a Maine limited partnership, which partnership is the subject of this
Agreement, as such partnership may from time to time be constituted.

          1.40      PARTNERSHIP ACT. The "Partnership Act" is the Maine Uniform
Limited Partnership Act, as it may be amended from time to time.

          1.41      PERSON. "Person" means any individual, firm, corporation,
trust, partnership or other entity.

          1.42      POWER PURCHASE AGREEMENT. "Power Purchase Agreement" means
that certain Power Purchase Agreement, dated as of January 12, 1984, between
Central Maine Power Company and the Partnership.

          1.43      PROJECT. The "Project" means the approximately 22-MW
electric and steam generating facility to be constructed by the Partnership in
Biddeford, York County, Maine.

          1.44      QUALIFIED INVESTMENTS. "Qualified Investments" means
investments in the following securities having the following ratings at the time
of the purchase thereof and, except as otherwise provided below, having a
maturity of not longer than one year following the time of such purchase, if and
to the extent such investments are permitted by law:

                    (a)  any bond or other obligations which as to principal and
interest constitute direct obligations of, or are unconditionally guaranteed by,
the United States of America, including obligations of any of the Federal
agencies set forth in clause (b) below to the extent unconditionally guaranteed
by the United States of America;

                                        8


                    (b)  obligations of the Federal National Mortgage
Association, the Government National Mortgage Association, the Federal Financing
Bank, the Federal Intermediate Credit Banks, Federal Banks for Cooperatives,
Federal Land Banks, Federal Home Loan Banks, Farmers Home Administration and
Federal Home Loan Mortgage Association;

                    (c)  taxable commercial paper, other than that issued by
bank holding companies, rated in the highest rating category by either Moody's
or S&P or tax-exempt commercial paper rated, without giving effect to the
additions of a "plus" to any rating, in the highest rating category by Moody's
or S&P;

                    (d)  direct and general obligations of any state or any
political subdivision thereof of the United States of America, to the payment of
the principal of and interest on which the full faith and credit of such state
or political subdivision is pledged, provided that such obligations are rated,
without giving effect to the addition of a "plus" to any rating, in either of
the two highest rating categories by Moody's or S&P;

                    (e)  variable rate obligations required to be redeemed or
purchased by the obligor or its agent or designee upon demand of the holder
thereof secured as to such redemption or purchase requirement by a liquidity
agreement with a corporation and as to the payment of interest and principal
either upon maturity or redemption (other than upon demand by the holder
thereof) thereof by an unconditional credit facility of a corporation, provided
that the variable rate obligations themselves are rated, without giving effect
to the addition of a "plus" to any rating, in the highest rating category by
either Moody's or S&P and that the corporations providing the liquidity
agreement and credit facility have, at the date of acquisition of the variable
rate obligation by the Partnership, an outstanding issue of unsecured, uninsured
and unguaranteed debt obligations rated, without giving effect to the addition
of a "plus" to any rating, in either of the two highest rating categories by
either Moody's or S&P;

                    (f)  certificates of deposit, whether negotiable or
nonnegotiable, issued by any bank or trust company organized under the laws of
any state of the United States of America or any national banking association

                                        9


(including the Trustee), provided the outstanding unearned, uninsured,
unguaranteed debt obligations of such institution (or, in the case of the
principal bank in a bank holding company, debt obligations of the bank holding
company) are rated, without giving effect to the addition of a "plus" to any
rating, in the highest two categories by either Moody's or S&P in the case of
debt obligations with maturities greater than one year and in the highest rating
category by either Moody's or S&P in the case of debt obligations with
maturities of one year or less, and such bank, trust company or national banking
association has a combined capital, surplus and undivided earnings of not less
than $150,000,000, provided that such certificates of deposit shall be purchased
directly from such a bank, trust company or national banking association and
shall be either (1) continuously and fully insured by the Federal Deposit
Insurance Corporation, or (2) continuously and fully secured by such securities
as are described above in clauses (a) or (b), inclusive, which shall have a
market value (exclusive of accrued interest) at all times at least equal to one
hundred and three percent (103%) of the principal amount of such certificates of
deposit;

                    (g)  any repurchase agreement which by its terms matures not
later than 30 days from its date of execution with any bank or trust company
organized under the laws of any state of the United States of America or any
national banking association (provided such bank, trust company or national
banking association has a combined capital, surplus and undivided earnings of
not less than $150,000,000) or government bond dealer reporting to, trading
with, and recognized as a primary dealer by the Federal Reserve Bank of New
York, which agreement is secured by any one or more of the securities described
in clauses (a) or (b) above which securities shall at all times have a market
value (exclusive of accrued interest) not less than one hundred three percent
(103%) of the full amount of the repurchase agreement, dates of maturity not in
excess of 7 years and be delivered to another bank or trust company organized
under the laws of any state of the United States of America or any national
banking association, as custodian.

          1.45      QUALIFYING FACILITY. "Qualifying Facility" means a small
power production or cogeneration facility that has been approved by order of the
Federal

                                       10


Energy Regulatory Commission as a qualifying facility under the Public Utility
Regulatory Policies Act of 1978 and regulations promulgated thereunder.

          1.46      RELATED PARTY. "Related Party" means corporate relationship
in which a corporation wholly-owns, or is wholly-owned by, another corporation.

          1.47      REIMBURSEMENT AGREEMENT. The "Reimbursement Agreement"
means that certain Letter of Credit and Reimbursement Agreement, dated as of
June 1, 1985, between Maine Energy Recovery Company and National Westminster
Bank USA.

          1.48      RESERVE FUND. The "Reserve Fund" means the operating reserve
account that the Partnership will deposit with Nat-West pursuant to Section 9.3
of the Reimbursement Agreement.

          1.49      SERVICE. The "Service" means the United States Internal
Revenue Service.

          1.50      S&P. "S&P" means Standard Poor's Corporation.

          1.51      SUBSTITUTE LIMITED PARTNER. "Substitute Limited Partner"
means a Person who has become a Substitute Limited Partner pursuant to Section
10.3 of this Agreement.

          1.52      TAX RETURN. "Tax Return" means the annual Federal income tax
return of the Partnership, whether on Form 1065 or such other form as may
hereafter be prescribed by the Service.

          1.53      TOTAL PROJECT COSTS. "Total Project Costs" are those
incurred costs as of the achievement of Final Completion under the Construction
Contract, which costs are necessary or incidental to the development and
completion of the Project including, but not limited to,

                                       11


the price paid to the Contractor for the construction of the Project; initial
start-up costs including fuel inventory during start-up; organizational,
development and management fees and expenses; legal and accounting fees
associated with the development of the Project; site acquisition costs;
financing fees and expenses; interest during construction, and working capital;
less interest earned on the unused proceeds of the Bonds from the IDB Closing
until the Facility achieves Substantial Completion as defined in the
Construction Contract.

          1.54      TRANSFER. A "Transfer" means a sale, transfer, assignment,
hypothecation, or other disposition.

          1.55      TRANSFER AGREEMENT. The "Transfer Agreement" is that certain
Agreement to Transfer Limited Partnership Interest, dated June 30, 1986, between
ENI and Project Capital.

          1.56      TRANSFEREE. A "Transferee" means a purchaser, transferee, or
assignee of, or Person who takes an interest by means of hypothecation in, a
Partnership interest.

          1.57      TRANSFEROR. "Transferor" means a seller, assignor or
hypothecator of a Partnership interest.

          1.58      TRUSTEE. The "Trustee" is The Bank of Tokyo Trust Company,
New York, New York, and its successors or assigns and any other corporation
which may at any time be substituted in its place pursuant to the Trust
Indenture.

          1.59      TRUST INDENTURE. "Trust Indenture" means that certain Trust
Indenture, dated as of June 1, 1985, between the City and the Trustee.

                                       12


ARTICLE 2.  THE PARTNERSHIP AND ITS BUSINESS.

          2.1       CONTINUATION. The Partners hereby agree to continue
themselves as a limited partnership under the laws of the State of Maine.
Project Capital shall be admitted to the Partnership as a Limited Partner. As of
the date hereof, this Second Amended and Restated Agreement and Certificate of
Limited Partnership and all such other certificates and documents as may be
necessary or desirable to comply with all requirements for the amendment and
operation of a limited partnership pursuant to the Partnership Act shall be duly
filed for record by the General Partner in the Office of the Secretary of State
of the State of Maine. Hereafter, the General Partner shall make or cause to be
made all such filings, recording, publishing and other acts as may be necessary
or appropriate from time to time in connection therewith.

          2.2       NAME OF PARTNERSHIP. The name of the Partnership shall
continue to be "Maine Energy Recovery Company."

          2.3       ADDRESS OF PARTNERSHIP. The address of the Partnership shall
continue to be Maine Energy Recovery Company, at 9 Lincoln Street, Biddeford,
Maine 04005.

          2.4       PURPOSE. The purpose of the Partnership shall continue to be
to own and operate the Project, and to undertake any and all other acts and
things necessary, proper, convenient, or advisable to effectuate and carry out
such purpose.

          2.5       TERM. The term of the Partnership shall be from the date
hereof until December 31, 2025, unless the Partnership is sooner dissolved as
herein provided by agreement of all the Partners or by operation of law.

          2.6       PLACE OF BUSINESS. The principal office and place of
business of the Partnership shall continue to be at 9 Lincoln Street, Biddeford,
Maine 04005. The Partnership may also maintain such other offices at such other
places as the General Partner may deem advisable.

                                       13


The General Partner shall promptly notify the Partners of any change in the
principal place of business of the Partnership. The address of the General
Partner shall continue to be 411 Hackensack Avenue, Hackensack, New Jersey
07601, or at such other place(s) as the General Partner may from time to time
designate in writing to the Partners.

          2.7       DEVELOPMENT FEE. Under the terms of the Amended Partnership
Agreement and continuing under the terms of this Agreement, the Partnership is
required to pay the General Partner a development fee in the amount of $4
million for its efforts in developing the Project. As of the date hereof,
$3,600,000 has been paid to the General Partner and the remaining balance of
$400,000 shall be paid in installments of $50,000 at the end of each month from
the date hereof; PROVIDED, HOWEVER, that any amounts owing on the In-Service
Date shall be paid in full to the General Partner on such date.

ARTICLE 3.  CAPITAL CONTRIBUTIONS.

          3.1       CAPITAL CONTRIBUTIONS AND PARTNER LOANS.

                    (a)  Upon the execution of the Amended Partnership
Agreement, the General Partner made a cash contribution to the capital of the
Partnership in the amount of $1,000. The General Partner's Capital Account
reflects such contribution.

                    (b)    (i)  Realty and ENI each made an initial Capital
Contribution to the Partnership in the amount of $500,000 on the date of the IDB
Closing. ENI's Capital Account shall be adjusted to equal two-thirds of the
amount (including a deficit, if any) contained therein as of June 1, 1986 and
Project Capital's Capital Account shall be adjusted to equal one-third of the
amount (including a deficit, if any) contained in ENI's Capital Account as of
June 1, 1986.

                          (ii)  To the extent requested by the General Partner,
ENI, Realty and Project Capital shall make additional Capital Contributions to
the Partnership in an amount up to $7,000,000, $10,500,000 and $3,500,000,
respectively, to fund Total Project Costs.

                                       14


ENI and Realty shall have the right to approve or disapprove (subject to the
same standards as are applicable to the Credit Enhancer) material changes in the
Construction Contract, the Power Purchase Agreement, the Operation and
Maintenance Agreement and any agreement for disposal of a guaranteed annual
tonnage of 25,000 tons of MSW per year or more before making such additional
Capital Contributions or any loans pursuant to Section 3.l(b)(iii) below (and so
long as any such loans shall remain unpaid).

                         (iii)  (A) In the event that Total Project Costs exceed
$103,000,000, to the extent requested by the General Partner, and provided
commercial loans are not available to meet the needs of the Partnership (which
loans shall be deemed available if sources therefor are offered by a Limited
Partner on terms reasonably satisfactory to all of the Partners), the Partners
shall make loans to the Partnership in proportion to the ratio in which the
Partners share in Net Cash Flow to fund additional Project costs necessary to
achieve Final Completion (as defined in the Construction Contract); PROVIDED,
HOWEVER, that the Partners shall not be required to make loans under this
Section 3.1(b)(iii)(A) until all Capital Contributions required to be made under
Section 3.1(b)(ii) of this Agreement and all of the proceeds of the Bonds have
been applied by the Trustee to fund Project costs. Amounts outstanding on loans
made under this Section 3.1(b)(iii)(A) shall bear interest at the rate equal to
the prime rate posted from time to time by Citibank, N.A., New York, New York,
plus two percent (2%), which shall be due and payable monthly in arrears prior
to any distributions pursuant to Article 5 of this Agreement. Such interest
shall accrue monthly to the extent not paid when due.

                                (B) If the General Partner cannot make loans
pursuant to Section 3.l(b)(iii)(A) solely from funds available from
distributions of Net Cash Flow, Realty, ENI and Project Capital shall make loans
in proportions equal to 50 percent by Realty, 33.3333 percent by ENI and 16.6667
percent by Project Capital, in an amount equal to the General Partner's loan
obligation pursuant to Section 3.l(b)(iii)(A), which loans shall be repaid by
the General Partner to the Limited Partners solely out of its share of
distributions of Net Cash Flow and shall bear interest at the rate provided for
in Section 3.l(b)(iii)(A) above.

                                       15


                    (c)  To secure its obligation to make Capital Contributions
under Section 3.1(b)(ii) of the Amended Partnership Agreement, on the date of
the IDB Closing, ENI delivered to the Trustee an irrevocable letter of credit in
favor of the Trustee, satisfactory to the Credit Enhancer, in the amount of
$10,500,000. The amount of the letter of credit delivered by ENI pursuant to the
preceding sentence shall be reduced by $3,500,000 to reflect the portion of
ENI's partnership interest transferred to Project Capital under the Transfer
Agreement. The amount of such letter of credit also shall be reduced by the
amount of the aggregate Capital Contributions made by ENI under Section
3.1(b)(ii) of the Amended Partnership Agreement and Section 3.1(b)(ii) of this
Agreement. To secure its obligation to make loans under Section 3.1(b)(iii) of
this Agreement, ENI hereby covenants with the Partnership and the Partners that
it will reserve $2,000,000 of its authorized capital for purposes of making such
loans.

                    (d)  To secure its obligation to make Capital Contributions
under Section 3.1(b)(ii) of the Amended Partnership Agreement on the date of the
IDB Closing, Realty delivered to the Trustee a surety bond in favor of the
Trustee, satisfactory to the Credit Enhancer, in the amount of $10,500,000. Such
surety bond serves to secure the obligation of Realty to make Capital
Contributions under Section 3.1(b)(ii) of this Agreement. The amount of such
surety bond shall be reduced by the amount of the aggregate Capital
Contributions made by Realty under Section 3.1(b)(ii) of the Amended Partnership
Agreement and Section 3.1(b)(ii) of this Agreement. To secure its obligation to
make loans under Section 3.1(b)(iii) of this Agreement, Realty delivered to the
Trustee a surety bond in favor of the Credit Enhancer, in the amount of $3
million. Such surety bond serves to secure the obligation of Realty to make
loans under Section 3.1(b)(iii) of this Agreement.

                    (e)  To secure its obligation to make Capital Contributions
under Section 3.1(b)(ii) of this Agreement, on the date hereof, Project Capital
shall cause to be delivered to the Trustee an irrevocable letter of credit in
favor of the Trustee, satisfactory to the Credit Enhancer, in the amount of
$3,500,000. The amount of such letter of credit shall be reduced by the amount
of the aggregate Capital Contributions made by Project Capital under Section
3.1(b)(ii) of this Agreement.

                                       16


To secure its obligation to make loans under Section 3.1(b)(iii) of this
Agreement, Project Capital shall cause to be delivered to the Trustee promptly
after the date hereof a letter of credit in favor of the Credit Enhancer, in the
amount of $1,000,000.

                    (f)  If the General Partner reasonably determines that the
Partnership, after demanding payment from all parties obligated either to lend
funds to the Partnership or to repay any debt or obligation to the Partnership,
in whole or in part, will be unable to make a payment of principal or interest,
as the case may be, on a timely basis with respect to the Assumed Debt, the
General Partner may, in its sole discretion, require that Project Capital make
additional Capital Contributions, in an amount equal to the lesser of (i) the
aggregate amount required to make such principal or interest payment and (ii)
the maximum amount then payable by Project Capital in respect of its obligations
under Section 3.3 and the Assumption Agreement, in order to enable the
Partnership to make payments of principal and interest pursuant to the terms of
the Loan Agreement. The General Partner shall use its best efforts to demand
such additional Capital Contributions at the earliest practicable time in
advance of the date such payment, with respect to the indebtedness evidenced by
the Loan Agreement, is required to be made. Upon the demand of the General
Partner, Project Capital shall make such Capital Contributions 15 days prior to
the date such payment is due, unless demand is made less than 15 days prior to
the due date, in which case such Capital Contributions shall be made as soon as
practicable. If Project Capital shall pay to the Trustee on behalf of the City
any amount pursuant to the Assumption Agreement, then the amount of the
additional Capital Contribution which may be demanded by the General Partner
from Project Capital shall be reduced on a dollar-for-dollar basis by any amount
so paid, and any such payments under the Assumption Agreement shall be deemed to
be additional Capital Contributions under this Section 3.1(f) and shall increase
the Capital Account of Project Capital. As between the General Partner and
Project Capital, Project Capital shall be liable for any repayments of
borrowings pursuant to the Loan Agreement but only to the extent of their
obligation under the Assumption Agreement, and Project Capital shall have no
right of contribution from the General Partner or the Partnership in the event
that Project Capital is required to make payment under this Section 3.l(f) or
the Assumption

                                       17


Agreement. The obligation of Project Capital to make additional Capital
Contributions under this Section 3.1(f) shall terminate at such time as its
obligation to make payments pursuant to the Assumption Agreement terminates;
PROVIDED, HOWEVER, that such obligation to make additional Capital Contributions
shall continue to be effective, to the same extent provided for in the
Assumption Agreement.

                    (g)  If a Limited Partner shall fail to make any Capital
Contribution payment or loan within 30 days after notice from any Partner that
the payment is due, and the Trustee is unable to draw on the letter of credit or
surety bond securing the obligation to make such Capital Contribution or loan,
the Limited Partner shall be in default upon the delivery of a notice of such
failure by the General Partner to the defaulting Limited Partner and each other
Partner and, upon such default, interest on the unpaid balance of the Capital
Contribution amount then due and payable shall accrue at the rate equal to the
prime rate posted from time to time by Citibank, N.A., New York, New York, plus
two percent (2%) from the date when said payment was due until the date paid.
During the period of any such default, (i) the General Partner may commence
legal proceedings against the defaulting Limited Partner to compel payment of
all amounts due as a Capital Contribution, and all costs and expenses of
collection incurred by the Partnership (including reasonable attorney's fees);
(ii) the defaulting Limited Partner shall not be entitled to any distributions
or allocations of profits, losses or other Partnership items; and (iii) each
non-defaulting Limited Partner shall have, on a pro rata basis among all such
non-defaulting Limited Partners, the right (but not the obligation), (1) to pay
all of such amounts due as a Capital Contribution and shall acquire, to the
extent so paid, an increased proportionate interest in the Limited Partnership
interests in the Partnership, and (2) to make such loans.

                    (h)  In the event of default pursuant to Section 3.l(g) of
this Agreement, all unpaid Capital Contributions of the defaulting Limited
Partner may become immediately due and payable at the option of the General
Partner and the interest in the Partnership of the defaulting Limited Partner
shall be subject to Transfer as provided herein without any consent of the
defaulting Limited Partner. The General Partner may, subject

                                       18


to the provisions of this Section 3.1(h), sell all or any part of the defaulting
Limited Partner's interest for the Partnership's benefit to any Person on the
best terms reasonably obtainable; provided that prior to consummating any such
sale (including, without limitation, any sale to any Partner) each
non-defaulting Limited Partner shall have the right (but not the obligation),
upon 15 days' prior written notice, to acquire at such price its pro rata share
thereof based on the interest of all non-defaulting Limited Partners in the
Partnership, and of any such interest which any such Limited Partner fails to so
acquire. If the interest is sold at a price in excess of the defaulting Limited
Partner's remaining liabilities and costs, the General Partner shall remit the
excess to the defaulting Limited Partner. The defaulting Limited Partner shall
be liable for any and all costs of sale of the interest, whether the interest is
actually sold or not. If the interest is sold at a price less than the
defaulting Limited Partner's remaining liabilities and costs, the defaulting
Limited Partner shall be immediately liable for the difference; PROVIDED,
HOWEVER, that the defaulting Limited Partner's obligations hereunder shall be
relieved to the extent of payments actually made in the defaulting Limited
Partner's stead by any purchaser of the defaulting Limited Partner's interest.

                    (i)  Any Person purchasing the interest of a defaulting
Limited Partner pursuant to this Section 3.1 shall become a Substitute Limited
Partner upon compliance with the provisions of Section 10.3; PROVIDED, HOWEVER,
that if a nondefaulting Limited Partner acquires the interest of the defaulting
Limited Partner, such nondefaulting Limited Partner may become a Substitute
Limited Partner without compliance with the provisions of Sections 10.3(a) and
(d) of this Agreement.

          3.2       ADDITIONAL CAPITAL CONTRIBUTIONS. Except as hereinabove set
forth, no Partner shall be required to make any additional Capital Contributions
to the Partnership without the Consent of all the Partners.

          3.3       ASSUMPTION OF PARTNERSHIP LIABILITIES. Project Capital shall
assume and become personally liable for the liability of the Partnership arising
from the

                                       19


Loan Agreement as provided in and limited by the terms and conditions set forth
in the Assumption Agreement.

          3.4       NO INTEREST ON CAPITAL. No interest shall be paid to any
Partner on all or a portion of a Capital Contribution or on a balance in its
Capital Account.

          3.5       CAPITAL WITHDRAWALS AND RETURNS. No Partner shall have the
right to withdraw or reduce its contributions to the capital of the Partnership
except in accordance with this Agreement pursuant to a Transfer of its
partnership interest or otherwise. Except as otherwise provided herein, no
Partner shall have the right to demand or receive property, other than cash, in
return for its Capital Contribution or have priority over another Partner,
either as to the return of contribution of capital or as to profits, losses, or
distributions, or as to compensation by way of income.

          3.6       WAIVER OF PARTITION AND DISSOLUTION RIGHT. The Partners
hereby waive and forfeit all rights arising out of statute or operation of law
to seek, bring or maintain in any court an action for partition pertaining to
any asset of the Partnership, or an action seeking dissolution of the
Partnership, unless the General Partner has consented to such dissolution.

          3.7       CAPITAL ACCOUNTS. A Capital Account shall be maintained with
respect to each Partner in accordance with Federal income tax accounting
principles and Treasury Regulation Section 1.704-l(b). Except as otherwise
provided herein, each Capital Account shall be credited with the amount of the
cash contribution to the capital of the Partnership by such Partner, the fair
market value of property contributed to the Partnership by such Partner (net of
liabilities assumed with respect to such interest and liabilities to which such
contributed property is subject), the distributive share of Partnership income
and gain (or items thereof) as allocated to such Partner pursuant to Section
4.1, and the distributive share of income exempt from tax. Each Capital Account
shall be charged for the amount of any loss or deduction (or items thereof)
allocated to such Partner

                                       20


pursuant to Section 4.1, the amount of all distributions in cash to such Partner
pursuant to this Agreement, the fair market value of property distributed to
such Partner (net of liabilities assumed with respect to such interest and
liabilities to which such distributed property is subject), and the distributive
share of expenditures of the Partnership described in Section 705(a)(2)(B) of
the Code (which share shall be determined in accordance with the allocable
interests in the Partnership). The following rules shall apply in maintaining
Capital Accounts with respect to interests in the Partnership:

                    (a)  A Partner who has more than one interest in the
Partnership shall have a single Capital Account that reflects all such
interests, regardless of the class of interests owned by such Partner (e.g.,
general or limited) and regardless of the time or manner in which such interests
were acquired.

                    (b)  For purposes of this Section 3.7, amounts described in
Section 709 of the Code (other than amounts with respect to which an election is
in effect under Section 709(b) of the Code) shall be treated as described in
Section 705(a)(2)(B) of the Code.

                    (c)  If property is distributed by the Partnership, Capital
Accounts shall be adjusted as though such property had been sold on the date of
such distribution for its then fair market value, and any gain or loss on such
sale had been allocated in accordance with Section 4.1.

                    (d)  If property is contributed to the Partnership, Capital
Accounts shall be adjusted in accordance with Treasury Regulation Section 1.704-
1(b)(2)(iv)(d)(3).

                    (e)  Capital Accounts shall be adjusted, in accordance with
Treasury Regulation Section 1.704-1(b)(2)(iv)(j), to reflect any adjustments to
the basis of Partnership property under Section 48(q) of the Code.

                                       21


ARTICLE 4.  PROFITS AND LOSSES.

          4.1       ALLOCATION OF PROFITS AND LOSSES.

                    (a)  Commencing on the date hereof and continuing up to the
fifth anniversary of the In-Service Date, all Partnership items of income, gain,
loss, deduction or credit, as determined for Federal income tax purposes, shall
be allocated as follows: 1 percent to the General Partner, 49.5 percent to
Realty, 33 percent to ENI, and 16.5 percent to Project Capital; PROVIDED,
HOWEVER, that losses shall be allocated first to Partners who have positive
Capital Account balances, and shall not be allocated to a Partner who has a
negative Capital Account balance when any other Partner has a positive Capital
Account balance.

                    (b)  For each year during the remaining term of the
Partnership:

                         (i)    Except as set forth in Section 4.1(d), the Net
Taxable Income of the Partnership shall be allocated (X) first, to those
Partners who have heretofore received aggregate distributions of Net Cash Flow
(including those made in the year of determination) in excess of the aggregate
net taxable income (excluding that of the year of determination) allocated to
them, which allocation shall be in proportion to such excess; and, (Y) then, the
balance (if any) to all Partners in accordance with the percentages in which
they share in Net Cash Flow in the year of determination; and

                         (ii)   The Net Tax Losses of the Partnership shall be
allocated (X) first, to those Partners who have heretofore been allocated
aggregate net taxable income (excluding that in the year of determination) in
excess of the aggregate distribution of Net Cash Flow (including that in the
year of determination) received by them, which allocation shall be in proportion
to such excess; and, (Y) then, the balance (if any) to all Partners in
accordance with their sharing percentages of Net Cash Flow in the year of
determination; PROVIDED, HOWEVER, that losses shall be allocated first to
Partners who have positive Capital Account balances and will not be allocated to
a Partner who has a negative Capital Account balance when any other Partner has
a positive Capital Account balance.

                                       22


                    (c)  For purposes of Section 4.1(b) "aggregate net taxable
income" is the excess of the Net Taxable Income of the Partnership for prior
years previously allocated to a Partner over the Net Tax Losses of the
Partnership during such period previously allocated to such Partner.

                    (d)  Any gain attributable to the sale or Disposition,
financing or refinancing, of the Project shall be allocated as follows: first,
to any Partners with negative Capital Accounts, in an amount necessary to
restore their Capital Accounts to zero; then 10 percent to the General Partner,
45 percent to Realty, 30 percent to ENI and 15 percent to Project Capital.

          4.2       RESTORATION OF NEGATIVE CAPITAL ACCOUNTS. Except as may be
required by law, or in respect of any negative balance resulting from withdrawal
of capital or a distribution in contravention of this Agreement, at no time
during the term of the Partnership shall a Partner with a negative balance in
its Capital Account have any obligation to the Partnership or to another Partner
to restore such negative balance.

          4.3       PARTNERSHIP ADJUSTMENTS. In the event of the Transfer of all
or any part of the Partnership interest of a Partner or upon the death of a
Partner (if such Partner is a natural person), the Partnership shall elect to
adjust the basis of Partnership property. Any increase or decrease in the amount
of any item of income, gain, loss, deduction or credit attributable to an
adjustment to the basis of Partnership assets made pursuant to such election
under Sections 734, 743 and 754 of the Code, and pursuant to corresponding
provisions of applicable state and local income tax laws, shall be charged or
credited, as the case may be, to those Partners entitled thereto under such
laws. For purposes of the foregoing, Project Capital shall be deemed to have
joined the Partnership on June 1, 1986.

          4.4       ALLOCATIONS TO TRANSFERRED PARTNERSHIP INTERESTS. Profits,
gains, losses, deductions and credits allocated to a Partnership interest
assigned or reissued during a Fiscal Year shall be allocated to each Person who
was the holder of the Partnership interest

                                       23


during such Fiscal Year, in proportion to the number of days that each such
holder was recognized as the owner of such Partnership interest during such
Fiscal Year or during an interim period in respect of which the books of the
Partnership shall be closed, as the case may be, or in any other manner
permitted by the Code and selected by the General Partner in accordance with
this Agreement, without regard to the results of Partnership operations or the
date, amount or recipient of any distributions which may have been made with
respect to such Partnership interest. The effective date of the assignment shall
be (a) in the case of a voluntary assignment, the actual date the assignment as
recorded on the books of the Partnership, or (b) in the case of involuntary
assignment, the date of the operative event; PROVIDED, HOWEVER, in the case of
the transfer of the partnership interest to Project Capital, June 1, 1986 shall
be the effective date of such transfer.

ARTICLE 5.  DISTRIBUTIONS.

          5.1       NET CASH FLOW. The Net Cash Flow of the Partnership (and any
reserves that may have been set aside and that are subsequently deemed available
for distribution by the General Partner) shall be distributed as follows: 10
percent to the General Partner, 45 percent to Realty, 30 percent to ENI and 15
percent to Project Capital, PROVIDED, HOWEVER that the Net Cash Flow of the
Partnership shall be distributed to Project Capital until the aggregate of the
amounts paid by Project Capital under the Assumption Agreement have been repaid
to Project Capital pursuant to this Section 5.1. Such distributions shall be
made at the end of each calendar quarter, except as otherwise required by the
Reimbursement Agreement, in which case distributions shall be made only in
accordance therewith.

          5.2       NET SALE OR REFINANCING PROCEEDS. Net Sale or Refinancing
Proceeds shall be distributed promptly upon receipt as follows: 10 percent to
the General Partner, 45 percent to Realty, 30 percent to ENI and 15 percent to
Project Capital.

                                       24


          5.3       DISTRIBUTIONS IN KIND. During the existence of the
Partnership, no Partner shall be entitled to receive as distributions from the
Partnership any Partnership asset other than money. If upon termination and
liquidation of the Partnership, the General Partner determines that (a) an
immediate sale of part or all of the assets of the Partnership would cause undue
loss to the Partners, and (b) the assets of the Partnership would be readily
susceptible to division for distribution in kind to the Partners, then to that
extent the General Partner may distribute such assets to the Partners in kind.
For such purposes, the assets of the Partnership shall be valued at fair market
value at the time of distribution.

ARTICLE 6.  POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER.

          6.1       MANAGEMENT.

                    (a)  The General Partner shall have exclusive management and
control of the business of the Partnership and all decisions regarding the
management and affairs of the Partnership shall be made by the General Partner.
The General Partner shall have all the rights and powers of a General Partner as
provided in the Act and as otherwise provided by law, and any action taken by
the General Partner shall constitute the act of and serve to bind the
Partnership. In dealing with the General Partner acting on behalf of the
Partnership, no Person shall be required to inquire into its authority to bind
the Partnership. Persons dealing with the Partnership are entitled to rely
conclusively upon the power and authority of the General Partner as set forth in
this Agreement.

                    (b)  The General Partner shall devote such time to the
Partnership business as it shall reasonably deem to be necessary to supervise
the Partnership's business and affairs in an efficient manner; but nothing
contained in this Agreement shall preclude the employment, at the expense of the
Partnership, of any agent or other third party to operate and manage all or any
portion of the property, business or operations of the Partnership, subject to
the control of the General Partner. Subject to Section 6.3 of this Agreement,
Affiliates of the General Partner may be employed by the Partnership to

                                       25


perform any other services for the Partnership deemed reasonably necessary by
the General Partner, provided that the amount charged to the Partnership for
such services will not exceed the amounts which the Partnership would be
required to pay to independent parties for such services.

                    (c)  In furtherance of the purpose of the Partnership as set
forth in Section 2.4 of this Agreement, the General Partner is hereby granted
the right, power and authority to do on behalf of the Partnership all things
which, in its sole and reasonable judgment, are necessary, proper or desirable
to carry out its duties and responsibilities hereunder, including, but not
limited to, the following: from time to time to incur all reasonable
expenditures; to employ and dismiss from employment any and all employees,
agents, contractors, brokers, attorneys and accountants; to create, by grant or
otherwise, easements and servitudes; to borrow money on an unsecured basis; to
borrow money in any amount from any Person other than the General Partner,
including any Affiliates of the General Partner, on a recourse or nonrecourse
basis, and as security therefor to mortgage all or any part of the Partnership's
property; to renovate, alter, improve, repair, raze, replace or rebuild any
building or other improvement on all or any portion of any Partnership property
which is real estate; to purchase or acquire interests in real or personal
property; to obtain refinancings or replacements of any mortgages or other
security instruments related in any way to any Partnership property, and to
prepay in whole or in part, refinance, recast, modify, consolidate or extend any
of the terms of any indebtedness owed by the Partnership or affecting all or any
portion of any Partnership property; to do any and all of the foregoing at such
price or amount for cash, securities or other property and upon such terms as
the General Partner deems proper; to place record title to any of the
Partnership's property in its name or in the name of a nominee or a trustee for
the purpose of mortgage financing or any other convenience or benefit of the
Partnership; and to execute, acknowledge and deliver any and all contracts,
agreements or other instruments to effectuate any and all of the foregoing;
PROVIDED, HOWEVER, that the General Partner shall not, without the prior Consent
of ENI and Realty, (i) consent or agree to the substitution or replacement of
the Credit Enhancer by any other Person (except that such Consent shall not be
required if National

                                       26


Westminster Bank PLC is substituted for the Credit Enhancer pursuant to Section
8.3(a) of the Reimbursement Agreement), (ii) contract for or otherwise agree to
the sale or mortgage of, or sell or grant a mortgage or security interest in,
the Project, other than to secure the Bonds, (iii) permit the Partnership to
issue any bonds, notes or other evidences of indebtedness in connection with any
offer, issuance or sale thereof to the public, other than the Bonds, or (iv)
create, incur, or assure any indebtedness for borrowed money except as permitted
by the Reimbursement Agreement and borrowings from Partners pursuant to this
Agreement. The General Partner shall serve as the Tax Matters Partner, as
defined in the Code, and cause the preparation of all tax and information
returns for the Partnership (including, but not limited to, Federal, state and
local income tax and information returns).

                    (d)  The General Partner shall not be required to manage the
Partnership as its sole and exclusive function, and it may have other business
interests and may engage in other activities in addition to those relating to
the Partnership. Neither the Partnership nor any Partner shall have any right by
virtue of this Agreement or the Partnership relationship created hereby in or to
such other ventures or activities or to the income or proceeds derived
therefrom, and the pursuit of such ventures shall not be deemed wrongful or
improper. No Partner nor any Affiliate of a Partner shall be obligated to
present any particular investment opportunity to the Partnership even if such
opportunity is of a character which, if presented to the Partnership, could be
taken by the Partnership, and each of them shall have the right to take for its
own account (individually or otherwise) or to recommend to others any such
particular investment opportunity.

                    (e)  No Partner shall intentionally take or cause to be
taken any action which constitutes a default under any contracts or agreements
to which the Partnership is a party, nor shall any Partner perform any act in
violation of any applicable law or regulation thereunder, including all
applicable Federal and state securities laws.

                                       27


          6.2       FIDUCIARY DUTIES. The General Partner shall have the
fiduciary duty to conduct the affairs of the Partnership for the exclusive
benefit of the Partnership and to use all Partnership funds and assets in the
best interests of the Partnership. All funds of the Partnership (other than
those invested in Qualified Investments) shall be deposited in the name of the
Partnership in separate interest-bearing accounts in a bank or a savings and
loan association, and the General Partner shall have full authority on behalf of
the Partnership to adopt such resolutions as may be required by any such bank or
savings and loan association for the operation of such account, to make deposits
and withdrawals from such account, to make and execute the checks, drafts, notes
and other instruments representing funds of the Partnership in such account,
and to take any and all such other action as may be necessary or appropriate in
connection with the operation of such account. The General Partner may otherwise
invest the funds of the Partnership only in Qualified Investments.

          6.3       BUSINESS WITH AFFILIATES OR ASSOCIATES. The General Partner
shall not cause the Partnership to transact any business with the General
Partner, collectively or individually, or an Affiliate or Associate thereof,
for goods or services in connection with the conduct of the Partnership's
business, except that such transaction may be effected if the transaction is on
terms competitive with those that may be obtained from unaffiliated Persons.

          6.4       COMPENSATION. In consideration of the services to be
performed by the General Partner after the In-Service Date, the General Partner
shall be paid an annual Management Fee in the amount of $300,000. The Management
Fee shall be paid on the last day of each calendar quarter in arrears commencing
on the last day of the first calendar quarter following the In-Service Date and
continuing thereafter during the remaining term of the Partnership. The first
such payment shall be prorated according to the actual number of days between
the In-Service Date and the last day of the first full calendar quarter
following the In-Service Date.

                                       28


          6.5       REIMBURSEMENT. The Partnership shall reimburse the General
Partner for the cost of goods, materials and services used for or by the
Partnership. The General Partner shall not be reimbursed by the Partnership for
any indirect expenses incurred in performing services for the Partnership, such
as officers' salaries, rent, utilities and other overhead items. The Partnership
shall, however, reimburse the General Partner for services which could be
performed directly for the Partnership by independent parties, such as legal,
accounting, duplicating and other similar services. Such amounts charged to the
Partnership shall not exceed the lesser of (a) the actual cost of such services
to the party providing them, or (b) the amount which the Partnership would be
required to pay to independent parties for comparable services. Each such
payment and reimbursement of expenses pursuant to this Section 6.5 shall be made
regardless of whether any distributions are made to the Limited Partner and
shall be in addition to the other payments or benefits described herein.

          6.6       ESTABLISHMENT OF RESERVES.

                    (a)  Upon the IDB Closing, the General Partner established
the Reserve Fund and such other funds as provided for by the Trust Indenture and
the Reimbursement Agreement and caused to be deposited or shall cause to be
deposited therein such amounts as are or may be required pursuant to the Loan
Agreement, the Trust Indenture and the Credit Facility. In the event the Trustee
and the Credit Enhancer no longer require the Partnership to maintain the
Reserve Fund or any such other funds as provided for by the Trust Indenture, the
amounts in such funds shall be applied first to repay loans made to the
Partnership by the Partners and then shall be distributed as set forth in
Section 5.1 of this Agreement.

                    (b)  Pursuant to the terms of this Agreement, the General
Partner may from time to time establish such reserves for the Partnership as it
in good faith deems reasonable and necessary. At such time as the General
Partner deems such reserves no longer necessary, they shall be applied first to
repay loans made to the Partnership by the Partners and then shall be
distributed as set forth in Section 5.1 of this Agreement.

                                       29


ARTICLE 7.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GENERAL PARTNER.

          7.1       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GENERAL
PARTNER. The General Partner hereby represents, warrants to and covenants with
the Partnership and the Partners as follows:

                    (a)  CORPORATE ORGANIZATION. The General Partner is a
corporation duly organized, validly existing and in good standing under the laws
of the State of New Jersey.

                    (b)  POWER AND AUTHORITY. The General Partner has the
requisite corporate power and authority to enter into this Agreement and to
perform according to the terms hereof.

                    (c)  DUE AUTHORIZATION. The Board of Directors of the
General Partner have authorized (and have taken all actions required to be taken
by law, its Certificate of Incorporation and by-laws, or otherwise to authorize)
the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby.

                    (d)  QUALIFICATION AS FOREIGN CORPORATION. The General
Partner is duly qualified or licensed to do business as a foreign corporation in
good standing in the State of Maine.

                    (e)  OF NOT IMPAIRED. The General Partner's execution and
delivery of this Agreement, and its performance according to the terms hereof,
shall not prevent the Project from being owned and operated as a Qualifying
Facility as contemplated by this Agreement.

                    (f)  TAX TREATMENT AND QUALIFICATION AS LIMITED PARTNERSHIP.
While conducting the business of the Partnership, the General Partner shall not
act in any manner which may (i) cause the Partnership to be treated for Federal
income tax purposes as an association taxable as a corporation, or (ii) cause
the Partnership to fail to qualify as a limited partnership under the
Partnership Act.

                                       30


                    (g)  TITLE TO PROJECT. Commencing as of the date of the IDB
Closing, and thereafter for the remaining term of this Agreement, title to the
Project has been and shall continue to be vested in favor of the Partnership
free and clear of all liens, except as permitted or contemplated by the Loan
Agreement or similar instrument evidencing indebtedness by the Partnership.

                    (h)  COMPLIANCE WITH REGULATIONS, AGREEMENTS AND THE BONDS.
The General Partner shall use its best efforts to comply with: (i) all
applicable governmental laws and regulations and obtain all required
governmental and other approvals applicable to or required for the operation of
the Project or otherwise; (ii) all material conditions and requirements of any
contract entered into on behalf of the Partnership or related to the Project,
except where failure to comply will have no material adverse affect on the
business of the Partnership; and (iii) all material conditions and requirements
of the Bonds.

                    (i)  NOTICE OF DEFAULT. The General Partner shall, not later
than the next business day following the receipt thereof, forward to the
Partners a copy of any notice received by the General Partner of any default
under any document related to any debt or any default under any other agreement
or instrument to which the Partnership is a party or by which its assets are
affected.

                    (j)  FISCAL YEAR. The General Partner shall use its best
efforts to file such documents with the Service as may be necessary to designate
the calendar year as the Partnership's Fiscal Year.

          7.2       REPRESENTATIONS, WARRANTIES AND COVENANTS OF ENI. ENI hereby
represents, warrants to and covenants with the Partnership and the Partners as
follows:

                    (a)  CORPORATE ORGANIZATION. ENI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Utah and is a wholly-owned subsidiary of Utah Power & Light Company.

                                       31


                    (b)  POWER AND AUTHORITY. ENI has the requisite power and
authority to enter into this Agreement and to perform according to the terms
hereof.

                    (c)  DUE AUTHORIZATION. The Board of Directors and
stockholder of ENI have authorized (and have taken all actions required to be
taken by law, ENI's Certificate or Articles of Incorporation, its by-laws or
otherwise to authorize) the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.

                    (d)  QF NOT IMPAIRED. ENI's execution and delivery of this
Agreement, and its performance according to the terms hereof, shall not prevent
the Project from being owned and operated as a Qualifying Facility as
contemplated by this Agreement.

          7.3       REPRESENTATIONS, WARRANTIES AND COVENANTS OF REALTY. Realty
hereby represents and warrants to and covenants with the Partnership and the
Partners as follows:

                    (a)  CORPORATE ORGANIZATION. Realty is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and is a wholly-owned subsidiary of Continental Casualty Company.

                    (b)  POWER AND AUTHORITY. Realty has the requisite power and
authority to enter into this Agreement and to perform according to the terms
hereof.

                    (c)  DUE AUTHORIZATION. The Board of Directors and
stockholder of Realty have authorized (and have taken all actions required to be
taken by law, its Certificate of Incorporation, its by-laws or otherwise to
authorize) the execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby.

                    (d)  QF NOT IMPAIRED. Realty's execution and delivery of
this Agreement, and its performance according to the terms hereof, shall not
prevent the Project from being owned and operated as a Qualifying Facility as
contemplated by this Agreement.

                                       32


          7.4       REPRESENTATIONS, WARRANTIES AND COVENANTS OF PROJECT
CAPITAL. Project Capital hereby represents and warrants to and covenants with
the Partnership and the Partners as follows:

                    (a)  PARTNERSHIP ORGANIZATION. Project Capital is a general
partnership duly formed and validly existing under the laws of the State of New
York.

                    (b)  POWER AND AUTHORITY. Project Capital has the requisite
partnership power and authority to enter into this Agreement and to perform
according to the terms hereof.

                    (c)  DUE AUTHORIZATION. All necessary partnership action has
been taken to authorize the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.

                    (d)  QF NOT IMPAIRED. Project Capital's execution and
delivery of this Agreement, and its performance according to the terms hereof,
shall not prevent the Project from being owned and operated as a Qualifying
Facility as contemplated by this Agreement.

                    (e)  INVESTMENT INTENT; SOPHISTICATION. Project Capital is
acquiring its partnership interest for investment proposes and not with a view
to further distribution; Project Capital has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
the risks of investment in the Partnership; and Project Capital is able to bear
completely the economic risk of investment in the Partnership.

ARTICLE 8.  INDEMNIFICATION.

          8.1       INDEMNITY FOR ACTS AND OMISSIONS.

                    (a)  The General Partner shall be indemnified and held
harmless by the Partnership from and against any and all claims, demands,
liabilities, costs, damages and causes of action arising out of or incidental to
its management or administration, respectively, of the affairs of the
Partnership, except where the General Partner has committed fraud, gross
negligence, willful

                                       33


misconduct or a material breach of an express covenant or undertaking set forth
in this Agreement.

                    (b)  Indemnifications authorized under this Section 8.1
shall include payment of reasonable attorneys' fees or other expenses incurred
in connection with settlement or in any legal proceeding, and the removal of any
liens affecting any property of the indemnitee. Such indemnification rights
shall be cumulative of, and in addition to, any and all rights, remedies and
recourses to which a Partner or the Partnership shall be entitled, whether or
not pursuant to the provisions of this Agreement, at law or in equity.

ARTICLE 9.  RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS.

          9.1       NO CONTROL BY THE LIMITED PARTNERS. The Limited Partners
shall not control the Partnership's business, except as permitted under the
Partnership Act, and shall have no right or authority to act for or to bind the
Partnership. A Limited Partner does not control the business solely by doing one
or more of the following: (a) consulting with and advising the General Partner
with respect to the business of the Partnership; (b) acting as surety for the
Partnership; (c) approving or disapproving an amendment to this Agreement; (d)
voting on one or more of the following matters: (i) the dissolution and winding
up or continuation of the Partnership; (ii) the sale, exchange, lease, mortgage,
pledge, or other transfer of all or substantially all of the assets of the
Partnership other than in the ordinary course of its business; (iii) the
incurrence of indebtedness by the Partnership other than in the ordinary course
of its business; (iv) a change in the nature of the business; or (v) the removal
or admission of the General Partner. The enumeration above does not mean that
the possession or exercise of any other powers by a Limited Partner constitutes
taking part in the control of the business of the Partnership.

          9.2       LIMITATION ON LIABILITY. The liability of each Limited
Partner shall be limited to the amount of its total Capital Contribution and
obligation to make

                                       34


loans as and when payable under the provisions of this Agreement. Except as
required by law or pursuant to Article 3 of this Agreement, a Limited Partner
shall not have any liability to contribute money to the Partnership, shall not
be personally liable for any obligations of the Partnership, and shall not be
obligated to make loans to the Partnership.

          9.3       POWER OF ATTORNEY.

                    (a)  Each Limited Partner hereby makes, constitutes and
appoints the General Partner and/or its authorized officers, agents, successors
or assigns, its true and lawful attorney-in-fact with full power and authority
in its name, place, and stead to make, execute, sign, acknowledge, deliver, file
and record at the appropriate public offices such documents as may be necessary
or appropriate to carry out the provisions of this Agreement; including the
following:

                         (i)    all certificates, other agreements and
amendments thereto which the General Partner deems necessary to continue the
Partnership as a limited partnership in each jurisdiction in which such
Partnership conducts business;

                         (ii)   all instruments which the General Partner deems
necessary to effect any sales or Transfers by, or the dissolution and
liquidation of, the Partnership or to reflect a change or modification of such
Partnership made in accordance with the terms of this Agreement;

                         (iii)  all instruments which the General Partner deems
necessary to effect the construction and financing of the Project by the
Partnership and the recordation thereof; and

                         (iv)   all such other instruments as may be deemed
necessary or desirable by the General Partner to carry out fully the provisions
of this Agreement in accordance with its terms.

                    (b)  The foregoing power of attorney is hereby declared to
be irrevocable and coupled with an interest, and it shall survive the Bankruptcy
or legal disability of any of the Partners to the fullest extent

                                       35


permitted by law and extend to its successors and assigns, and the Transfer or
assignment of all or any part of the Partnership interest of such Partner;
PROVIDED, HOWEVER, that if the General Partner or any Limited Partner Transfers
all or any part of its respective Partnership interest, the foregoing power of
attorney of a Transferor Partner shall survive such Transfer only until such
time as the Transferee shall have been admitted to the Partnership as a
Substitute Partner and all required documents and instruments shall have been
duly executed, filed and recorded to effect such substitution.

ARTICLE 10. TRANSFER OF LIMITED PARTNERSHIP INTERESTS.

          10.1      NO UNPERMITTED TRANSFERS. The Limited Partners may not sell,
assign, Transfer or otherwise dispose of, or pledge, hypothecate or otherwise
encumber their interest in the Partnership or any part thereof in any way
whatsoever except as permitted in this Section 10, and any such sale,
assignment, Transfer, or other disposition, pledge, hypothecation or encumbrance
in violation of this Article 10 shall be null and void as against the
Partnership, except as otherwise provided by law.

          10.2      PERMITTED TRANSFERS. At any time and only as permitted under
the Reimbursement Agreement, a Limited Partner may sell, Transfer or otherwise
assign all or any part of its respective interest in the Partnership (but only
if the Transferor shall not then be in material default under this Agreement),
provided that:

                    (a)  Any assignee or Transferee shall take such interest
subject to the terms, provisions and conditions of this Agreement and shall
acknowledge its acceptance of this Agreement by executing and delivering to the
remaining Partner(s) an instrument in form satisfactory to said Partner(s)
whereby such assignee or Transferee assumes and agrees to be bound by all the
terms, provisions and conditions hereof and to become, in the place of or in
addition to the transferring Limited Partner, a Partner for all purposes herein
(in connection with such assignee's or Transferee's assumption of obligations
hereunder, such assignee or Transferee shall be entitled to the benefit of any
limitation upon the liability

                                       36


of the Transferor hereunder). Each Partner agrees to give the assignor and the
assignor's proposed assignee, in connection with any proposed assignment under
this Section 10.2 on not less than 10 days' written request, a certificate,
binding upon such Partner and its successors and assigns, stating (i) whether or
not, to its best knowledge, the assignor or pledgor is then in default under
this Agreement, and if in default, the nature of the same or whether an event
has occurred which, with the passage of time or giving of notice or both, would
constitute such a default, and (ii) that this Agreement is in full force and
effect and has not been amended, or if amended, the date of each amendment. Such
certificate may be relied upon, regardless of any independent inquiry, by the
assignor and pledgor and proposed assignee and pledgee and their respective
successors and assigns.

                    (b)  Such sale, Transfer or assignment must be for
consideration of all cash or cash plus a promissory note or notes.

                    (c)  The General Partner and each other Limited Partner
shall have Consented to the sale, assignment or Transfer which Consent any such
Partner may grant or withhold in its sole discretion.

                    (d)  Before selling, transferring or assigning its interest
in the Partnership in a transaction otherwise permitted under this Section 10.2,
the Limited Partner selling, transferring or assigning ("Assigning Limited
Partner") shall give written notice to the Non-Assigning Limited Partners of the
proposed transaction and shall deliver to the Non-Assigning Limited Partners
with such notice a copy of the bona fide written offer from a prospective
purchaser, assignee or Transferee (such notice from the Assigning Limited
Partner, together with such copy of the bona fide written offer, being
hereinafter collectively called "Partnership Offer Notice") setting forth the
name of the prospective purchaser, assignee or Transferee and all of the
material terms and conditions on which the Assigning Limited Partner intends to
sell, assign or Transfer such interest in the Partnership, and each of the
Non-Assigning Limited Partners shall then have 30 days after the giving of the
Partnership Offer Notice, together with the delivery of such offer, to elect (by
giving notice of the same to the Assigning Limited Partner) to purchase such
interest of

                                       37


the Assigning Limited Partner for the purchase price and on the same terms and
conditions as set forth in such Partnership Offer Notice, and in the event any
of the Non-Assigning Limited Partners makes such election, the transaction shall
be closed within a period of 30 days after the making of such election, with the
time, place and date (within such period) as specified by the Non-Assigning
Limited Partner in the notice of its election. If any of the Non-Assigning
Limited Partners shall fail to give notice of this election, then the Assigning
Limited Partner may sell, Transfer or assign such Partnership interest (provided
such sale, transfer or assignment is otherwise permitted under this Section 10),
at any time or times within 180 days after the giving of such Partnership Offer
Notice, for a purchase price and on terms and conditions no more favorable to
the Transferee than those contained in the Partnership Offer Notice and only to
the person identified in the Partnership Offer Notice, and if such sale,
assignment or Transfer is not consummated within said 180-day period, then the
Non-Assigning Limited Partners' rights to notice and to purchase as aforesaid
shall reapply to any pending sale, assignment or Transfer, and continue with
respect to any other proposed sale, assignment or Transfer, of the Partnership
interest of the Assigning Limited Partner. The Non-Assigning Limited Partners
may in a written instrument waive any rights they may have pursuant to this
Section to purchase such interest of the Assigning Limited Partner for the
purchase price and on the same terms and conditions as set forth in the
Partnership Offer Notice.

          10.3      SUBSTITUTE LIMITED PARTNER. An assignee of the whole or any
part of a Limited Partnership interest shall have the right to become a
Substitute Limited Partner only if all of the following conditions are
satisfied:

                    (a)  the fully executed and acknowledged written instrument
of assignment which has been filed with the Partnership sets forth a statement
of the intention of the assignor that the assignee become a Substitute Limited
Partner;

                    (b)  the assignee executes, adopts and acknowledges this
Agreement and agrees to assume all or its pro rata share, as the case may be, of
the obligations

                                       38


of its assignor, and a certificate evidencing the admission of such Person as a
Substitute Partner shall have been filed for recording;

                    (c)  any reasonable costs of the Transfer shall have been
paid to the Partnership; and

                    (d)  the General Partner shall have Consented to the
substitution, which Consent it may grant or withhold in its sole discretion.

          10.4      INVOLUNTARY WITHDRAWAL BY A LIMITED PARTNER.

                    (a)  If a Limited Partner who is a natural person does not,
by written instrument, designate a Person to become an assignee of his
Partnership interest upon his death, then his personal representative shall have
all the rights of such Partnership interest for the purpose of settling or
managing his estate, and such power as the descendent possessed to Transfer his
Partnership interest to an assignee and to join with such assignee in making
application to substitute such assignee as a Substitute Partner.

                    (b)  Upon the Bankruptcy, dissolution or other cessation of
existence of a Limited Partner which is not a natural person, the authorized
representative of such entity shall have all the rights of a Partner for the
purpose of effecting the orderly winding up and disposition of the business of
such entity and such power as such entity possessed to designate a successor as
an assignee of its Partnership interest and to join with such assignee in making
application to substitute such assignee as a Partner.

                    (c)  The death, Bankruptcy, dissolution, disability or legal
incapacity of a Limited Partner shall not dissolve or terminate the Partnership.

          10.5      TRANSFERS TO RELATED PARTIES. Notwithstanding anything in
this Section 10 to the contrary, any Limited Partner may sell, assign or
Transfer all or any part of its interest in the Partnership to any corporation
which is a Related Party with such Limited Partner without the Consent or
agreement of any other Partner,

                                       39


and any such Related Party shall, upon such sale, assignment or Transfer become
a Substitute Limited Partner without the further Consent or agreement of any
other Partner; PROVIDED, HOWEVER, that such Related Party shall comply with the
requirements of Section 10.2(a) of this Agreement. Except as provided in this
Section 10.5, no such sale, assignment or Transfer shall require any prior
written notice to, or be subject to any election to purchase such interest in
favor of any other Partner as otherwise provided in Section 10.2 hereof. Prior
to or promptly following any such sale, assignment or Transfer by any Limited
Partner, such Limited Partner shall give written notice to all other Partners
advising of such sale, assignment or Transfer and identifying the Related Party
to which the same was made and identifying the interest owned or to be owned by
it.

ARTICLE 11. WITHDRAWAL OF THE GENERAL PARTNER.

          11.1      ASSIGNMENT OR WITHDRAWAL BY THE GENERAL PARTNER. The General
Partner may not sell, Transfer or assign its interest as a General Partner, in
whole or in part, or withdraw from the Partnership, except as permitted by this
Article 11.

          11.2      VOLUNTARY ASSIGNMENT OR WITHDRAWAL OF THE GENERAL PARTNER.
Upon giving 120 days' Notice to the Limited Partners, the General Partner may
voluntarily withdraw from the Partnership or sell, transfer or assign its
interest only if:

                    (a)  another Person has agreed to serve as successor General
Partner;

                    (b)  such Person has satisfied the terms and conditions set
forth in Section 11.4; and

                    (c)  the substitution of such Person will not cause the
Partnership to lose its status as a limited partnership for Federal income tax
purposes.

                                       40


          11.3      REMOVAL OF THE GENERAL PARTNER.

                    (a)  In the event that the General Partner is alleged to
have materially breached this Agreement, it will have the right to cure such
breach within thirty (30) days of receiving a written notice of the alleged
breach. If such breach cannot reasonably be cured in such period, it shall have
such time to commence efforts to cure and diligently prosecute such cure. If it
fails to do so, at the discretion of the Limited Partners the General Partner
may be removed as a General Partner. Any dispute that may arise regarding such
breach or cure shall be submitted to arbitration pursuant to Section 14.15
hereof. In the event of such dispute, the General Partner shall be removed only
upon the issuance of an arbitral decision that is final and nonappealable; as
described in the proviso to Section 7.1.

                    (b)  In addition to the right of the Limited Partners set
forth in Section 11.3(a) of this Agreement, the Limited Partners may replace the
General Partner by appointing a successor thereof in the manner provided in the
proviso to Section 7.1 of the Reimbursement Agreement in order to prevent the
occurrence of an Event of Default (as defined in the Reimbursement Agreement).

                    (c)  If the General Partner is removed as General Partner,
its Partnership interest shall be converted to that of a Limited Partner, and it
shall continue to have all the benefits of a Partner, except that it shall not
participate in the management of the Partnership or approve its successor
General Partner pursuant to Section 11.4(a). In the event the General Partner is
removed pursuant to this Section 11.3, the Limited Partners may select another
Person as Substitute General Partner and the Consent of the General Partner
which was removed shall not be required.

          11.4      SUCCESSOR GENERAL PARTNER.

          A Person shall be admitted as a Successor General Partner only if the
following terms and conditions are satisfied:

                                       41


                    (a)  the admission of such Person shall have been Consented
to by the Limited Partners;

                    (b)  the Person shall have accepted and agreed to be bound
by all the terms and provisions of this Agreement by executing a counterpart
thereof and such other documents or instruments as may be required or
appropriate in order to effect the admission of such Person as a General
Partner;

                    (c)  a certificate evidencing the admission of such Person
as a General Partner shall have been filed for recordation;

                    (d)  if the successor General Partner is a corporation, it
shall have provided counsel for the Partnership with a certified copy of a
resolution of its Board of Directors authorizing it to become a General Partner;

                    (e)  counsel for the Partnership shall have rendered an
opinion that none of the actions taken in connection with such transfer or
admission will have an adverse tax effect upon the Partnership, which opinion
can be waived by the Limited Partners; and

                    (f)  the remaining General Partner, if any, shall have
approved the admission of the successor Person.

ARTICLE 12. DISSOLUTION AND WINDING-UP AFFAIRS.

          12.1      DISSOLUTION. No act, thing, occurrence, event or
circumstance shall cause or result in the dissolution of the Partnership, except
that the Partnership shall dissolve and terminate upon the happening of any one
of the following events:

                    (a)  The retirement, death, insanity, or Bankruptcy of the
General Partner (if a natural person), or the General Partner's cessation to
exist as a legal entity (if other than a natural person);

                    (b)  The determination by all the Partners that the
Partnership should be dissolved, in accordance with state law;

                                       42


                    (c)  The sale of all of the Partnership's property;

                    (d)  An agreement in writing by all the Partners; or

                    (e)  The expiration of the term of the Partnership pursuant
to Section 2 of this Agreement.

          12.2      WINDING-UP. In the event of the dissolution of the
Partnership for any reason, the Partner then having primary Partnership
management responsibility (unless such Partner is the Partner to whom the
Dissolution Event is applicable, in which event the other Partner then having
the greatest distribution percentage or the remaining Partners jointly if they
have equal distribution percentages) shall commence to wind-up the affairs of
the Partnership and to liquidate its investments. The Partners shall continue to
share profits and losses, gain or loss on sale or disposition of Partnership
property, Net Cash Flow, and Net Sale or Refinancing Proceeds during the period
of winding-up in the same manner and proportion as before the dissolution. The
Partner or Partners obligated to wind-up the affairs of the Partnership shall
have full right and unlimited discretion to manage the business of the
Partnership during the winding-up period and to determine in good faith the
time, manner and terms of any sale or sales of Partnership property pursuant to
such liquidation.

          12.3      DISTRIBUTIONS UPON DISSOLUTION AND TERMINATION. Following
the payment of all debts and liabilities of the Partnership and all expenses of
liquidation, and subject to the right of the Liquidator to set up such cash
reserves as it may deem reasonably necessary, all gains, profits, losses, and
deductions shall be allocated pursuant to Section 4 of this Agreement, and then
the assets of the Partnership shall be distributed in accordance with the
Partners' respective Capital Accounts within the period specified in Treasury
Regulation Section 1.704-1(b)(2)(ii)(b)(2).

                                       43


ARTICLE 13. ACCOUNTING AND REPORTS.

          13.1      BOOKS AND RECORDS. The General Partner shall maintain or
cause to be maintained at the office of the Partnership this Agreement and all
amendments thereto and full and accurate books of the Partnership showing all
receipts and expenditures, assets and liabilities, profits and losses, and all
other books, records and information required by the Partnership Act as
necessary for recording the Partnership's business and affairs. The
Partnership's books and records shall be maintained on an accrual basis in
accordance with GAAP. Such documents, books and records shall be maintained at
such office until five (5) years after the termination and liquidation of the
Partnership. All Partners and their duly authorized representatives shall have
the right to inspect and copy at their expense during reasonable business hours
all of the Partnership's books and records, including books and records
necessary to enable a Partner to defend any tax audit or related proceeding.

          13.2      REPORTS TO PARTNERS.

                    (a)  During the course of construction, the General Partner
shall provide the Limited Partners with monthly reports regarding Project costs.

                    (b)  Within forty-five (45) days after the end of each
fiscal quarter, the General Partner shall send to the Limited Partners an
unaudited closing balance sheet as of the end of such fiscal quarter and a
statement of operations for such fiscal quarter.

                    (c)  By each March 1, the General Partner shall provide to
the Limited Partners audited financial reports prepared by a certified public
accountant of nationally recognized standing, including the detailed balance
sheet of the Partnership as of the end of the preceding Fiscal Year and related
statements of income, cash flow and Partners' capital and changes in financial
position for the Fiscal Year, accompanied by a certificate of such certified
public accountant stating that such financial statements have been prepared
according to GAAP.

                                       44


                    (d)  As soon as practicable after the end of each Fiscal
Year, the General Partner shall furnish to the Partners reports containing at
least the following information:

                         (i)    by each March 1, Service Form K-l, or any
similar form as may be required by the Code or the Service; and

                         (ii)   a reconciliation between the aforementioned
audited financial reports prepared by the General Partner and the basis the
Partnership uses for preparation of its Federal income tax returns.

                    (e)  Within 25 days after the end of each Bond Year (as
defined in the Loan Agreement), the General Partner shall provide to the Limited
Partners the certificate required by Section 3.11 of the Loan Agreement to be
prepared by a firm of independent certified public accountants of nationally
recognized standing with respect to compliance with the rebate requirements of
Treasury Regulations, Section 1.103-15AT by the Partnership and the City.

          13.3      ANNUAL TAX RETURNS.

                    (a)  The General Partner is hereby designated the "Tax
Matters Partner" for Federal income tax purposes pursuant to Section 6231 of the
Code with respect to all taxable years of the Partnership and is authorized to
do whatever is necessary to qualify as such. The General Partner shall prepare
or cause to be prepared all tax returns required of the Partnership, which
returns shall be reviewed in advance of filing by a certified public accountant.
The Partners shall file their individual or corporate returns in a manner
consistent with the Partnership tax and information returns.

                    (b)  The General Partner shall do all acts, make all
elections, and take whatever reasonable steps are required to maximize, in the
aggregate, the federal, state and local income tax advantages available to the
Partnership and shall defend all tax audits and litigation with respect thereto.
The General Partner shall maintain the books, records and tax returns of the
Partnership in a manner consistent with the acts, elections and steps taken by
the Partnership.

                                       45


          13.4      ACTIONS IN EVENT OF AUDIT. If an audit of any of the
Partnership's tax returns shall occur, the General Partner shall, at the expense
of the Partnership, participate in the audit and may contest, settle or
otherwise compromise assertions of the auditing agent which may be adverse to
the Partnership. The General Partner may, if it determines that the retention of
accountants and/or other professionals would be in the best interests of the
Partnership, retain such accountants and/or other professionals, to assist in
such audits (if any). The Partnership shall indemnify and reimburse the General
Partner for all expenses, including legal and accounting fees, claims,
liabilities, losses and damages to the extent borne by the General Partner,
incurred in connection with any administrative or judicial proceeding with
respect to any audit of the Partnership's tax returns. The payment of all such
expenses to which this indemnification applies shall be made before any
distributions of Net Cash Flows pursuant to Section 5.1 of this Agreement,
before any reserves are distributed pursuant to Section 5.3 of this Agreement
and before any distributions pursuant to Section 5.2 of this Agreement. Neither
the General Partner, or any Affiliate, nor any other Person shall have any
obligation to provide funds for such purpose. The taking of any action and the
incurring of any expense by the General Partner in connection with any such
proceeding, except to the extent required by law, is a matter in the sole
discretion of the General Partner; PROVIDED, HOWEVER, that the decision to take
any action or not to take any action shall be made in accordance with the
General Partner's fiduciary duty as set forth in Section 6.2 of this Agreement.
The indemnification set forth in Section 8 of this Agreement shall be fully
applicable to the General Partner in its capacity as Tax Matters Partner.

ARTICLE 14. GENERAL PROVISIONS.

          14.1      AMENDMENTS. This Agreement may be amended only upon the
written consent of all Partners.

          14.2      TITLE TO PARTNERSHIP PROPERTY. All property owned by the
Partnership, whether real or personal, tangible or intangible, shall be deemed
to be owned by the Partnership as an entity, and no Partner,

                                       46


individually, shall have any ownership of such property. The Partnership may
hold any of its assets in its own name or in the name of its nominee for the
benefit of the Partnership, which nominee may be one or more individuals,
corporations, partnerships, trusts or other entities.

          14.3      NOTICES. All notices and other communications required or
permitted by this Agreement or by law to be served upon or given to a party
hereto by any other party hereto shall be deemed duly served and given when
received after being delivered by hand or sent by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:

                    (a)  If to the General Partner:

                         Kuhr Technologies, Inc.
                         411 Hackensack Avenue
                         Hackensack, New Jersey 07601
                         Attention: Mr. Gerald L. Kuhr
                                    President

                    (b)  If to ENI:

                         Energy National, Inc.
                         1050 Kennecott Bldg.
                         10 East South Temple Street
                         Suite 1050
                         Salt Lake City, Utah 84133
                         Attention: Mr. F. N. Davis
                                    President

                    (c)  If to Realty:

                         CNA Realty Corp.
                         CNA Plaza
                         Chicago, Illinois 60685
                         Attention: Secretary (41S)

                    (d)  If to Project Capital:

                         Project Capital 1985
                         c/o Earle Yaffa
                         919 Third Avenue
                         New York, New York 10022

                                       47


Each-Partner may change its address for the purpose of this Section 14.3 by
giving written notice of such change to the other Partners in the manner
provided in this Section 14.3.

          14.4      GOVERNING LAW. This Agreement shall be governed by the laws
of the State of Maine, without reference to conflicts of laws or the principles
thereof.

          14.5      HEADINGS. The headings of the articles and sections of this
Agreement are inserted for convenience only and are not to be deemed to
constitute a part of this Agreement.

          14.6      FURTHER AND ADDITIONAL DOCUMENTS AND REPORTS. Each of the
parties hereto agrees to execute, acknowledge and verify, if required to do so,
all further or additional documents as may be reasonably necessary to effectuate
fully the terms of this Agreement.

          14.7      COUNTERPARTS. This Agreement may be executed in
counterparts, each one of which shall be considered an original, and all of
which, when taken together, shall constitute one and the same instrument.

          14.8      BINDING ON SUCCESSORS AND ASSIGNS. Except as otherwise
specifically provided herein, this Agreement shall be binding upon and inure to
the benefit of the executors, administrators, successors, and assigns of the
respective Partners.

          14.9      WAIVER. The terms, conditions, covenants, representations,
and warranties hereof may be waived only by a written instrument executed by the
Partner waiving compliance. The failure of a Partner at any time or times to
require performance of any provision hereof shall in no manner affect its right
at a later time to enforce the same. The waiver of any breach of any term,
covenant, or condition of this Agreement by any of the parties hereto shall not
constitute a continuing waiver or waiver of any subsequent breach, either of the

                                       48


same or of any other additional or different term, covenant, or condition of
this Agreement.

          14.10     SEVERABILITY. Whenever possible, each provision of this
Agreement and all related documents shall be interpreted in such a manner as to
be valid under applicable law, but if any such provision is invalid or
prohibited under said applicable law, such provision shall be ineffective to the
extent of such invalidity or prohibition without invalidating the remainder of
such provision or the remaining provisions of the affected documents.

          14.11     ATTORNEYS' FEES. The parties hereto agree that in the event
any party to this Agreement shall be required to initiate legal or arbitration
proceedings to enforce performance of any term or condition of this Agreement
including, but not limited to, the payment of monies or the enjoining of any
action prohibited hereunder, the prevailing party shall be entitled to recover
such sums, in addition to any other damages or compensation received, as will
reimburse such prevailing party for attorneys' fees and court and/or arbitration
costs incurred on account thereof, regardless of whether such action proceeds to
final judgment or determination.

          14.12     PROJECT INSPECTIONS. Each of the Partners and their duly
authorized representatives shall have the right to visit the Project and to make
inspections of the progress and quality of construction and management of the
Project and inquiries of the General Partner and its representatives as to the
foregoing.

          14.13     CREDITORS. None of the provisions of this Agreement shall be
for the benefit of or enforceable by a creditor of the Partnership or of a
Partner.

          14.14     REMEDIES. Except as may be provided explicitly in this
Agreement, the rights and remedies of any of the parties hereunder shall not be
mutually exclusive, and the exercise of one or more of the provisions hereof
shall not preclude the exercise of any other provision hereof. Each of the
Partners confirms that monetary

                                       49


damages may be an inadequate remedy for breach or threat of breach of any
provision hereof. The respective rights and obligations hereunder shall be
enforceable by specific performance, injunction, or other equitable remedy, but
nothing herein contained is intended to limit or affect any rights at law or by
statute or otherwise of any party aggrieved as against the other for a breach or
threat of breach of any provision hereof, it being the intention by this Section
14.14 to make clear the agreement of the parties hereunder that this Agreement
shall be enforceable in equity as well as at law or otherwise.

          14.15     ARBITRATION. Any party hereto may require the arbitration of
any matter or matters arising under or in connection with this Agreement.
Arbitration is initiated and required by giving notice specifying the matter to
be arbitrated. If legal action is already pending on any matter concerning which
the notice is given, the notice is ineffective unless given before the
expiration of twenty (20) days after service of process on the person giving the
notice. Except as provided to the contrary in these provisions on arbitration,
the arbitration shall be held in Portland, Maine, and shall be in conformity
with and subject to the then applicable rules and procedures of the American
Arbitration Association (or any successor thereto). If the American Arbitration
Association is not then in existence and there is no successor, or if for any
reason the American Arbitration Association fails or refuses to act, the
arbitration shall be in conformity with and subject to the provisions of
applicable statutes (if any) relating to arbitration at the time of the notice.
The arbitrators shall be bound by this Agreement and all related agreements.
Pleadings in any action pending on the same matter shall, if arbitration is
required, be deemed amended to limit the issues to those contemplated by the
rules prescribed above. The costs of arbitration, including arbitrator's fees,
shall be paid by the nonprevailing party. The number and selection of
arbitrators shall be in accordance with the rules prescribed above, except that
each arbitrator selected shall be familiar with the subject matter of the issues
to be arbitrated, such as, by way of example, partnership accounting, or real
estate management, or such other subject matter as may be at issue.

                                       50


          14.16     PAYMENTS ON NON-BUSINESS DAYS. Whenever any payment to be
made hereunder shall be stated to be due on a Saturday, Sunday or a public
holiday under the laws of the jurisdiction in which payment is to be made, such
payment may be made on the next succeeding business day.

          14.17     SCHEDULES AND EXHIBITS. Each of the Schedules and Exhibits
attached hereto is hereby incorporated herein and made a part hereof for all
purposes, and references thereto contained herein shall be deemed to include
this reference and incorporation.

          14.18     NUMBER AND GENDER. Unless the context clearly indicates
otherwise, where appropriate in this Agreement, the singular shall include the
plural and the masculine shall include the feminine and the neuter, and VICE
VERSA.

          14.19     RESIDENCE OF PARTNERS. The residence of each Partner is set
forth below:

Kuhr Technologies, Inc.                                 CNA Realty Corp.
411 Hackensack Avenue                                   CNA Plaza
Hackensack, New Jersey 07601                            Chicago, Ill. 60685

Energy National, Inc.                                   Project Capital 1985
1050 Kennecott Building                                 919 Third Avenue
10 East South Temple Street                             New York, New York 10022
Salt Lake City, Utah 84133

                                       51


          IN WITNESS WHEREOF, the parties hereto have signed and sworn to this
Second Amended and Restated Agreement and Certificate of Limited Partnership the
day and year first above written.

                                           THE GENERAL PARTNER

                                           Kuhr Technologies, Inc.


                                           By:
                                               ---------------------------------


                                           THE LIMITED PARTNERS


                                           ENERGY NATIONAL, INC.


                                           By: /s/ Brian D. Holt
                                               ---------------------------------
                                               Vice President

                                           CNA REALTY CORP.


                                           By:
                                               ---------------------------------


                                           PROJECT CAPITAL 1986


                                           By:
                                               ---------------------------------

                                       52


STATE OF UTAH       )

                        ) SS.

COUNTY OF SALT LAKE )

                                                                   June 27, 1986

          Personally appeared before me, BRIAN D. HOLT of Energy National, Inc.,
to me known to be the person who executed the foregoing instrument in the name
and on behalf of said corporation, who, being duly sworn, did acknowledge the
same to be his free, voluntary, true and lawful act in said capacity and the
free, voluntary, true and lawful act of said corporation and who did declare
that the statements therein set forth are true to the best of his knowledge and
belief.

          Subscribed and sworn to before me, a Notary Public, this 27th day of
June, 1986.


      11-27-88                                  /s/ Sonja Manns
- ----------------------------           -------------------------------------
My Commission Expires                  NOTARY PUBLIC
Residing in Salt Lake County, Utah

                                       54


          IN WITNESS WHEREOF, the parties hereto have signed and sworn to this
Second Amended and Restated Agreement and Certificate of Limited Partnership the
day and year first above written.

                                           THE GENERAL PARTNER

                                           Kuhr Technologies, Inc.


                                           By:
                                               ---------------------------------

                                           THE LIMITED PARTNERS


                                           ENERGY NATIONAL, INC.


                                           By:
                                               ---------------------------------


                                           CNA REALTY  CORP.


                                           By: /s/ Robert E. Wetzel
                                               ---------------------------------
                                                     Vice President

                                           PROJECT CAPITAL 1985


                                           By:
                                               ---------------------------------



STATE OF ILLINOIS  )

                      ) SS.

COUNTY OF COOK     )

                                                                   June 27, 1986

          Personally appeared before me, Robert E. Wetzel of CNA Realty, Inc.,
to me known to be the person who executed the foregoing instrument in the name
and on behalf of said corporation, who, being duly sworn, did acknowledge the
same to be his free, voluntary, true and lawful act in said capacity and the
free, voluntary, true and lawful act of said corporation and who did declare
that the statements therein set forth are true to the best of his knowledge and
belief.

            "OFFICIAL SEAL"
             Debra Mootrie                           /s/ Debra Mootrie
   Notary Public, State of Illinois        -------------------------------------
     My Commission Expires 4/8/90



          IN WITNESS WHEREOF, the parties hereto have signed and sworn to this
Second Amended and Restated Agreement and Certificate of Limited Partnership the
day and year first above written.

                                           THE GENERAL PARTNER

                                           Kuhr Technologies, Inc.


                                           By:
                                               ---------------------------------


                                           THE LIMITED PARTNERS


                                           ENERGY NATIONAL, INC.


                                           By:
                                               ---------------------------------

                                           CNA REALTY CORP.


                                           By:
                                               ---------------------------------


                                           PROJECT CAPITAL 1985


                                           By:   /s/ Earle Yaffa
                                               ---------------------------------
                                                     Earle Yaffa

                                       52


STATE OF NEW YORK)

                    ) SS.

COUNTY OF NEW YORK)

                                                                   June 30, 1986

          Personally appeared before me, Earle Yaffa, managing partner of
Project Capital 1985, to me known to be the person who executed the foregoing
instrument in the name and on behalf of said corporation, who, being duly sworn,
did acknowledge the same to be his free, voluntary, true and lawful act in said
capacity and the free, voluntary, true and lawful act of said partnership and
who did declare that the statements therein set forth are true to the best of
his knowledge and belief.


            RUTH A. MIRBACH
   Notary Public, State of New York
             No. 41-4620090                              /s/ Ruth A. Mirbach
      Qualified in Queens County
   Commission Expires March 30, 1987

                                       56


          IN WITNESS WHEREOF, the parties hereto have signed and sworn to this
Second Amended and Restated Agreement and Certificate of Limited Partnership the
day and year first above written.

                                           THE GENERAL PARTNER

                                           Kuhr Technologies, Inc.


                                           By:  /s/ Nicholas Menonna, Jr.
                                               ---------------------------------
                                               ITS EXECUTIVE VICE PRESIDENT


                                           THE LIMITED PARTNERS


                                           ENERGY NATIONAL, INC.


                                           By:
                                               ---------------------------------


                                           CNA REALTY CORP.


                                           By:
                                                --------------------------------


                                           PROJECT CAPITAL 1985


                                           By:
                                               ---------------------------------

                                       52


STATE OF NEW JERSEY)

                         ) SS.

COUNTY OF BERGEN   )

                                                                   June 30, 1986

                              /s/ Barbara Furnari
                                 BARBARA FURNARI
                           NOTARY PUBLIC OF NEW JERSEY
                       My Commission Expires OCT. 8, 1990

          Personally appeared before me, Nicholas Menonna, Jr. of Kuhr
Technologies, Inc., to me known to be the person who executed the foregoing
instrument in the name and on behalf of said corporation, who, being duly sworn,
did acknowledge the same to be his free, voluntary, true and lawful act in said
capacity and the free, voluntary, true and lawful act of said corporation and
who did declare that the statements therein set forth are true to the best of
his knowledge and belief.

                                       53


File No. 19840004LP                                            MAINE
Fee Paid $155.00                                        SECRETARY OF STATE
C.B.     --------                                              FILED
Date JUN 12 1991
                                                            JUNE 7 1991

                                                          /s/ Gary Cooper
                                                       --------------------
                                                        Secretary of State
                                                               AGENT

                                 FIRST AMENDMENT
                                       TO
                      SECOND AMENDED AND RESTATED AGREEMENT
                    AND CERTIFICATE OF LIMITED PARTNERSHIP OF
                          MAINE ENERGY RECOVERY COMPANY

          THIS FIRST AMENDMENT dated as of June 7, 1991 amends the Second
Amended and Restated Agreement and Certificate of Limited Partnership of Maine
Energy Recovery Company (the "Partnership Agreement") as follows:

            1.   The definition of Bonds in Section 1.7 is amended to include
the Variable Rate Demand Resource Recovery Revenue Bonds (Maine Energy Recovery
Company Project--Series 1987) issued by the City, and any bonds issued on any
refinancing of such Bonds, as any of such Bonds may be amended, supplemented or
replaced from time to time.

            2.   Section 1.15 is amended in its entirety to read as follows:

          1.15   CONSTRUCTION CONTRACT. The "Construction Contract" means that
     certain turnkey construction contract between the Partnership and the
     Contractor dated October 19, 1984, as amended, pursuant to which the
     Contractor, either itself or through suppliers and subcontractors, provided
     design, engineering, procurement and construction services for the Project
     which are the subject matter of currently pending Arbitration Proceedings.

            3.   Section 1.17 is amended in its entirety to read as follows:

          1.17   CREDIT ENHANCER. The "Credit Enhancer" means Security Pacific
     National Bank, a national banking association ("Sec-Pac") or any bank or
     banks which may be the issuer of the Credit Facility at the time of
     reference.

            4.   Section 1.18 is amended in its entirety to read as follows:

          1.18   CREDIT FACILITY. The "Credit Facility" means the liquidity and
     credit support facility provided by the Credit Enhancer pursuant to the
     Reimbursement Agreement.

            5.   The definition of "IDB Closing" in Section 1.26 is amended to
refer only to the initial closing on the original series of Bonds issued for the
Project in the aggregate principal amount of $81,000,000.

            6.   The definition of Loan Agreement in Section 1.30 is amended to
include any amendments or supplements thereto and any replacements thereof from
time to time.

            7.   Net Cash Flow under Section 1.33 and Net Sale or Refinancing
Proceeds under Section 1.34 shall be determined before any payment or provision
for payment of any principal of or interest on the Limited Partner Loans or any
of the



Management Fees of KTI, as the General Partner, accrued and unpaid as of
February 28, 1990.

            8.   Section 1.37 is amended in its entirety to read as follows:

          1.37   OPERATION AND MAINTENANCE AGREEMENT. The "Operation and
     Maintenance Agreement" means the Operation and Maintenance Agreement dated
     as of December 1, 1990 between the Partnership and KTI Operations, Inc. as
     the same may be amended, supplemented or replaced from time to time. The
     previous Operation and Maintenance Agreement with General Electric Company
     dated as of June 1, 1985 has been terminated and is the subject matter of
     currently pending Arbitration Proceedings.

            9.   The definition of Power Purchase Agreement in Section 1.42 is
amended to include any amendments or supplements thereto and any replacements
thereof from time to time.

           10.   The definition of Project in Section 1.43 is amended to include
any and all additions and improvements to the described facility, and all
replacements thereof, together with any ancillary facilities which may be
acquired and/or constructed by the Partnership and used for or in conjunction
with the processing of waste, whether or not located on the present site within
the City of Biddeford, and the real property and all rights and/or interests in
real property on which the facility and such additions, improvements and
ancillary facilities shall be located.

           11.   Section 1.47 is amended in its entirety to read as follows:

          1.47   REIMBURSEMENT AGREEMENT. The term "Reimbursement Agreement"
     means that certain Letter of Credit and Reimbursement Agreement between the
     Partnership and Security Pacific National Bank ("Sec-Pac") dated as of
     April 1, 1987, as the same may be amended, supplemented or replaced from
     time to time.

           12.   Section 1.48 is amended in its entirety to read as follows:

          1.48   RESERVE FUNDS. The term "Reserve Funds" means the Working
     Capital Reserve Account and Operating Reserve Account required to be funded
     pursuant to the Reimbursement Agreement in effect on the date of execution
     and delivery of this First Amendment, and any other reserve accounts
     required to be maintained by the Partnership while any Bonds are
     outstanding pursuant to Subarticle E of Article XXXVII of the Waste
     Handling Agreements.

           13.   The definition of Total Project Costs in Section 1.53 is
amended (i) by deleting the reference to "Final Completion under the
Construction Contract" and substituting therefore "Completion Date" as defined
in the Second Amendment to the Reimbursement Agreement dated as of December 31,
1988 between the Partnership and Sec-Pac, and (ii) by deleting the reference to
"Substantial Completion as defined in the Construction Contract" and
substituting therefore "the In-Service Date".

                                       -2-


           14.   The definition of Trust Indenture in Section 1.59 is amended to
include any amendments or supplements thereto and any replacements thereof from
time to time.

           15.   The following additional definitions are added to Article 1:

          1.60   ARBITRATION PROCEEDINGS. The term "Arbitration Proceedings"
     means the proceedings between the Partnership and the Contractor In
     American Arbitration Association Case number 11-110-0198 and any other
     proceedings in connection with claims against and disputes involving the
     Contractor, its subsidiaries and affiliates and their respective officers,
     directors, agents and employees arising in connection with the design,
     construction, operation and maintenance of the Project, including without
     limitation any pending or future claims, cross-claims and other litigation
     relating to acts or omissions of the Contractor, its subsidiaries and
     affiliates and their respective officers, directors, agents and employees
     in connection with the Project.

          1.61   LIMITED PARTNER LOANS. The term "Limited Partner Loans" means
     loans made to the Partnership by the Limited Partners pursuant to Section
     3.1(b)(iii) of the Partnership Agreement and evidenced by those new
     Subordinated Notes executed and delivered to the respective Limited
     Partners in the forms of Attachment Nos. 1, 2 and 3 hereto.

          1.62   NET RECOVERIES. The term "Net Recoveries" means the sum of (a)
     any proceeds received by the Partnership in connection with or as a result
     of awards or settlements received from the Contractor, its subsidiaries and
     affiliates and their respective officers, directors, agents and employees
     in connection with claims and disputes arising in connection with the
     design, construction, operation and maintenance of the Project, including
     all sums due or to become due by reason of any award or judgment rendered
     in, or settlement of, the Arbitration Proceedings, less (b) all accrued and
     unpaid costs, fees and expenses incurred with respect to the enforcement of
     the claims which give rise to such awards or settlements and the collection
     of such awards or settlements (including attorneys' fees and costs).

          1.63   AVAILABLE NET RECOVERIES. The term "Available Net Recoveries"
     means the portion of any Net Recoveries which are available and required to
     be used to make payments of principal and interest on the Limited Partner
     Loans in accordance with Section 3.8 of the Partnership Agreement added by
     this First Amendment.

          1.64   WORKING CAPITAL LOAN AGREEMENT. The term "Working Capital Loan
     Agreement" means the Working Capital Loan and Security Agreement dated as
     of May 9, 1990 between the Partnership and Continental Casualty Company, as
     the same may be amended, supplemented or replaced from time to time.

          1.65   MUNICIPALITY AND CHARTER MUNICIPALITY. The term "Municipality"
     means a city, town, district, interlocal corporation or other entity having
     governmental powers in respect of the collection and disposal of waste,
     including without limitation, the power to levy and collect taxes to pay
     its

                                       -3-


     obligations under and which has entered into a Waste Handling Agreement
     with the Partnership. The term "Charter Municipality" means a Municipality
     which enters into a Waste Handling Agreement with an Initial Term ending
     November 15, 1992 and an Extended Term ending as of the last day of such
     Municipality's Existing Contract (as defined in such Waste Handling
     Agreement).

          1.66   PROPORTIONATE SHARE. The "Proportionate Share" to be determined
     for each Charter Municipality means a fraction, the numerator of which is
     such Charter Municipality's respective initial Guaranteed Annual Tonnage
     (as defined in its Waste Handling Agreement) and the denominator of which
     is the total initial guaranteed annual tonnage of Acceptable Waste (as
     defined in the Waste Handling Agreements) required to be delivered to the
     Partnership by all Charter Municipalities which enter into Waste Handling
     Agreements with the Partnership for the balance of the term of their
     respective Existing Contracts, all as originally set forth in Appendix A to
     the respective Waste Handling Agreements of such Charter Municipalities.

          1.67   RESIDUAL CANCELLATION PAYMENTS. The term "Residual Cancellation
     Payments" means the Residual Cancellation Payments as defined in, and
     required to be paid to certain Charter Municipalities that qualify to
     receive the same pursuant to, Subarticle C of Article XI of such Charter
     Municipalities' respective Waste Handling Agreements.

          1.68   WASTE HANDLING AGREEMENTS. The "Waste Handling Agreements"
     means those certain Host Municipality Waste Handling Agreements and
     Non-Host Municipality Waste Handling Agreements entered into between the
     Partnership and various Charter Municipalities with respect to, among other
     things, the disposal of municipal solid waste, as the same may be amended
     from time to time.

           16.   The address of the Partnership as set forth in Section 2.3 and
the principal office and place of business of the Partnership as set forth in
Section 2.6 is amended to:

                "Maine Energy Recovery Company
                 c/o Kuhr Technologies, Inc.
                 7000 Boulevard East
                 Guttenberg, New Jersey 07093".

           17.   Section 3.1(b)(ii) is amended by substituting "ENI, Realty and
Project Capital shall have the right to approve or disapprove" for "ENI and
Realty shall have the right to approve and disapprove", and by substituting
"10,000 tons of MSW per year" for "25,000 tons of MSW per year".

           18.   A new Section 3.8 is added to the Partnership Agreement as
follows:

           3.8   PAYMENT OF LIMITED PARTNER LOANS AND APPLICATION OF NET
     RECOVERIES. All obligations of the Partners to make Capital Contributions
     and loans as specified in Sections 3.1 and 3.3 have been fully performed.
     Capital Contributions totalling $22,001,000 have been made by the Partners
     as follows:

                                       -4-

                 $1,000 by KTI;
                 $11,000,000 by Realty;
                 $7,500,000 by ENI; and
                 $3,500,000 by Project Capital

                 Loans totalling $28,485,183.38 (including $3,780,629.80 of
     accrued interest capitalized and added to principal as of July 1, 1990)
     have been made by the Limited Partners. As of December 1, 1990 the total
     outstanding principal balance plus accrued and unpaid interest due each of
     the Limited Partners was as follows:

                 $14,252,338.39 in principal (including: $1,899,945.57 of
                 accrued interest capitalized and added to principal as of July
                 1, 1990) plus $711,851.92 of accrued interest was owing to
                 Realty as of December 1, 1990;

                 $9,495,327.45 in principal (including $1,260,492.29 of accrued
                 interest capitalized and added to principal as of July 1, 1990)
                 plus $472,485.29 of accrued interest was owing to ENI as of
                 December 1, 1990; and

                 $4,737,517.54 in principal (including $620,191.94 of accrued
                 interest capitalized and added to principal as of July 1, 1990)
                 plus $234,186.16 of accrued interest was owing to Project
                 Capital as of December 1, 1990.

                 The accrued interest on the indebtedness due the Limited
     Partners as of June 30, 1990 was capitalized and added to the principal
     balance of such indebtedness as of July 1, 1990. All indebtedness to the
     Limited Partners under this Article 3 shall bear interest from and after
     July 1, 1990 at the rate of 12% per annum, which interest if unpaid as of
     July 1, 1991 or the first day of any July thereafter shall be capitalized
     and added to principal on such first day of July.

                 To evidence such indebtedness due and payable to the Limited
     Partners, respectively, the Partnership, upon at or immediately prior to
     the time this First Amendment becomes effective, shall issue, execute and
     deliver new Subordinated Notes to the Limited Partners in substantially the
     forms attached to this First Amendment as Attachment Nos. 1, 2 and 3 (the
     "Replacement Notes") in replacement for any and all notes issued to
     evidence such indebtedness prior to December 1, 1990. From and after the
     date of this First Amendment the Partnership shall pay the Limited Partner
     Loans from Net Cash Flow and Net Sale or Refinancing Proceeds as provided
     in Article 5 hereof and in the Replacement Notes.

                 In addition any Net Recoveries shall be applied in the
     following manner and order of priority:

                 FIRST, to pay the principal balance of, and all accrued and
          unpaid interest on, the Working Capital Loan, and all other amounts
          due under the Working Capital Loan Agreement;

                                       -5-


                 SECOND, to make deposits in appropriate funds in the order of
          priority listed and in an amount equal to (i) any existing deficit in
          Debt Service Reserve Requirement under and as defined in the
          Reimbursement Agreement PLUS, (ii) any existing deficit in the Working
          Capital Requirement under and as defined in the Reimbursement
          Agreement PLUS (iii) the greater of (A) any existing deficit in the
          Operating Reserve Requirement under and as defined in the
          Reimbursement Agreement or (B) such amount as shall be necessary to
          increase the amount on deposit in the Operating Reserve Account under
          the Reimbursement Agreement to $2,300,000, calculated as of the last
          day of the calendar month preceding the receipt of such funds (after
          all other allocations have been completed);

                 THIRD, to pay all accrued and unpaid interest, including
          interest which shall have been capitalized and added to principal on
          Limited Partner Loans;

                 FOURTH, to pay an amount of up to (but not to exceed)
          $1,750,000 as follows: (i) 25% to pay a portion of the General Partner
          fees accrued and unpaid as of February 28, 1990, (ii) 25% to pay a
          portion of the principal balance of the Limited Partner Loans and
          (iii) 50% to make a deposit in the Capital Expenditure Reserve Account
          ("CERA") pursuant to the Waste Handling Agreements;

                 FIFTH, to make a deposit in CERA in an amount sufficient to
          increase the balance therein to $5,000,000; and

                 SIXTH, the balance, if any, shall be applied to redeem Bonds
          (pursuant to Section 202 of the Indenture in effect on the date of
          this First Amendment) in inverse order of maturity; PROVIDED, HOWEVER,
          that any amount used to redeem Bonds pursuant to this provision shall
          reduce the Operating Reserve Requirement, dollar for dollar, in an
          amount up to $10,000,000, provided that in no event shall such
          Operating Reserve Requirement be reduced below $5,000,000.

                 No portion of such Net Recoveries shall be deposited in the
     Distribution Account provided for in the Reimbursement Agreement or
     otherwise distributed to the Partners of the Partnership (except pursuant
     to the above provisions) so long as any Bonds are outstanding and unpaid.

          Any and all provisions in any Section in Article 3 of the Partnership
Agreement which is inconsistent or in conflict with any of the above provisions
in this Section 3.8 are hereby amended to eliminate such inconsistency or
conflict.

           19.   Section 4.1(d) is amended to provide that any gain is to be
determined and allocated to the Partners only after the Residual Cancellation
Payments, if any, have been made to qualifying Charter Municipalities under
Article XI, Subarticle C of the Waste Handling Agreements.

                                       -6-


           20.   Article 5 of the Limited Partnership Agreement is amended in
its entirety to read as follows:

          Article 5. APPLICATION OF NET CASH FLOW AND NET SALE OR REFINANCING
                     PROCEEDS.

           5.1   NET CASH FLOW. (a) Within 120 days after the end of each Fiscal
     Year of the Partnership, the Partnership shall make payments on the Limited
     Partner Loans and of the Management Fees of KTI, as General Partner,
     accrued as of February 28, 1990 and not previously paid from and to the
     extent of the Net Cash Flow for such Fiscal year as follows:

                  (i)  100% of such Net Cash Flow shall be applied to pay
          interest accrued on the Limited Partner Loans and the principal of the
          Limited Partner Loans up to the total amount attributable to accrued
          and unpaid interest theretofore capitalized and added to the principal
          balance due on such Limited Partner Loans through the date of payment;
          and

                 (ii)  After payment of the accrued interest on the Limited
          Partner Loans and any principal of the Limited Partner Loans then
          outstanding and attributable to accrued and unpaid interest
          capitalized and added to the principal balance due on such Limited
          Partner Loans through the date of payment, 100% of any remaining Net
          Cash Flow shall be applied to pay the balance of the principal on the
          Limited Partner Loans and the Management Fees of KTI accrued and
          unpaid as of February 28, 1990 (provided that until the management
          fees of KTI accrued and unpaid as of February 28, 1990 are fully paid,
          each $1 of Net Cash Flow available for application pursuant to this
          paragraph (b) shall be applied $.50 to the payment of such accrued
          Management Fees and $.50 to the payment of the principal of the
          Limited Partner Loans); and

           (b)   After payment in full of the Management Fees of KTI accrued and
     unpaid as of February 28, 1990, and all principal of and interest on the
     Limited Partner Loans, 100% of any remaining Net Cash Flow shall be applied
     to optionally redeem Bonds in inverse order of maturity.

           (c)   After payment in full of the Management Fees of KTI accrued and
     unpaid as of February 28, 1990 and all principal of and interest on the
     Limited Partner Loans and the Bonds, 100% of any remaining Net Cash Flow
     (and any reserves that are deemed available for distribution by the General
     Partner), subject to the provisions of the Waste Handling Agreements
     requiring Residual Cancellation Payments to be made to certain qualifying
     Charter Municipalities, shall be distributed as follows: 10% to the General
     Partner, 45% to Realty, 30% to ENI and 15% to Project Capital.

           5.2   NET SALE OR REFINANCING PROCEEDS. Net Sale or Refinancing
     proceeds shall be applied to pay the Limited Partner Loans, the accrued
     Management Fees due KTI as of February 28, 1990 and the Bonds when received
     in the same order of priority as provided in Section 5.1 for Net Cash

                                       -7-


     Flow, and after payment in full of the Limited Partner Loans, the accrued
     Management Fees due KTI as of February 28, 1990 and the Bonds, any
     remaining Net Sale or Refinancing Proceeds, subject to the provisions of
     the Waste Handling Agreements requiring Residual Cancellation Payments to
     be made to certain qualifying Charter Municipalities, shall be distributed
     as follows: 10% to the General Partner, 45% to Realty, 30% to ENI and 15%
     to Project Capital.

           5.3   DISTRIBUTION IN KIND. During the existence of the Partnership,
     no Partner shall be entitled to receive as distributions from the
     Partnership of any Partnership asset other than money. If upon termination
     and liquidation of the Partnership and after the payment or provision for
     payment in full of the Limited Partner Loans, the Management Fees of KTI
     accrued as of February 28, 1990 and the Bonds, the General Partner
     determines that (a) an immediate sale of part or all of the assets of the
     Partnership would cause undue loss to the Partners, and (b) the assets of
     the Partnership would be readily susceptible to division for distribution
     in kind to the Partners, then to that extent the General Partner may
     distribute such assets to the Partners in kind, subject to the provisions
     of the Waste Handling Agreements requiring Residual Cancellation Payments
     to be made to certain qualifying Charter Municipalities.

           21.   The proviso in Section 6.1(c) is amended to require the consent
of ENI, Realty and Project Capital in place of ENI and Realty and the
parenthetical phrase in clause (i) is deleted.

           22.   Paragraph (c) of Section 6.1 is amended by deleting the proviso
at the end of such paragraph and replacing it with the following:

                 .... PROVIDED, HOWEVER, that, in addition to the limitations
     provided in Section 3.1(b)(ii), the General Partner shall not, without the
     prior consent of ENI, Realty and Project Capital (i) consent or agree to
     the substitution or replacement of the Credit Enhancer by any other Person,
     (ii) contract for or otherwise agree to the sale or mortgage of, or sell or
     grant a mortgage or security interest in, the Project, other than to secure
     the Bonds, (iii) permit the Partnership to issue any bonds, notes or other
     evidences of indebtedness in connection with any offer, issuance or sale
     thereof to the public, other than the Bonds, or (iv) create, incur, or
     assure any indebtedness for borrowed money except as permitted by the
     Reimbursement Agreement and borrowings from Partners pursuant to this
     Agreement. The General Partner shall serve as the Tax Matters Partner, as
     defined in the Code, and cause the preparation of all tax and information
     returns for the Partnership (including, but not limited to, Federal, state
     and local income tax and information returns).

           23.   Section 6.4 of the Limited Partnership Agreement is amended in
its entirety to read as follows:

           6.4   COMPENSATION. (a) In consideration of the services to be
     performed by the General Partner after the In-Service Date and through
     February 28, 1990 the General Partner shall be paid an annual Management
     Fee of $300,000 (of which amount it is acknowledged and agreed that
     $857,534

                                       -8-


     was accrued and unpaid as of February 28, 1990), and from and after March
     1, 1990 the General Partner shall be paid a Management Fee in the amount of
     $16,667 per month in full payment of all of its profits and overhead costs
     for managing the Partnership; PROVIDED, HOWEVER, that the payment of such
     Management Fee shall at all times be subject to the terms and conditions of
     the Waste Handling Agreements, including the provisions in Subarticle C of
     Article XI of the Waste Handling Agreements requiring that KTI as General
     Partner shall forego the payment of a portion of such Management Fee to
     enable the Partnership to pay each Charter Municipality the Cancellation
     Adjustment (as defined in the Waste Handling Agreements).

           (b)   The General Partner will subordinate its Management Fees
     accrued through February 28, 1990, until the Partnership's Net Cash Flow
     and/or Net Sale or Refinancing Proceeds are sufficient to begin retiring
     the Limited Partner Loans in accordance with Section 5.1 and 5.2 of the
     Partnership Agreement; PROVIDED, HOWEVER, that a portion of such accrued
     and unpaid Management Fees may be paid out of Net Recoveries to the extent
     available as provided in Section 3.8 of the Partnership Agreement.

           24.   Section 6.6 of the Partnership Agreement is amended in its
entirety to read as follows:

           6.6   ESTABLISHMENT OF RESERVES. (a) The Partnership shall establish
     and maintain the Reserve Funds and such other funds as provided for by the
     Trust Indenture, the Reimbursement Agreement and the Waste Handling
     Agreements and shall cause to be deposited therein such amounts as are or
     may be required pursuant to the Loan Agreement, the Trust Indenture, the
     Reimbursement Agreement and the Waste Handling Agreements. At such time as
     the Partnership is no longer required to maintain such Reserve Funds or any
     such other funds, the amounts in such funds shall be applied in the same
     manner as Net Cash Flow.

           (b)   Pursuant to the terms of this Agreement, the General Partner
     may from time to time establish such reserves for the Partnership as it in
     good faith deems reasonable and necessary. At such time as the General
     Partner deems such reserves no longer necessary, they shall be applied in
     the same manner as Net Cash Flow. Without limiting the generality of the
     foregoing the General Partner shall establish and maintain reserves for the
     Cancellation Adjustments and Charter Adjustments (as defined in the Waste
     Handling Agreements) in a manner satisfactory to the Oversight Committee
     (as defined in the Operation and Maintenance Agreement).

           25.   Section 11.3 is amended to clarify that the reference therein
to Section 7.1 refers to Section 7.1 of the Reimbursement Agreement.

           26.   The following clause is hereby inserted at the beginning of the
second sentence of Section 12.3:

                 "Subject to the terms and conditions of the Waste Handling
     Agreements requiring Residual Cancellation Payments to be made to certain
     qualifying Charter Municipalities,...."

                                       -9-


           27.   The notice addresses for ENI and the General Partner in Section
14.3 of the Partnership Agreement are amended to read as follows:

                 Energy National, Inc.
                 500 Northeast Multnomah, #900
                 Portland, Oregon 97232
                 Attention: Brian D. Holt

                 Kuhr Technologies, Inc.
                 7000 Boulevard East
                 Guttenberg, New Jersey 07093
                 Attention: Nicholas Mennona, Jr.

           28.   The respective residences of ENI and the General Partner in
Section 14.19 are changed to:

                 Energy National, Inc.
                 500 Northeast Multnomah, #900
                 Portland, Oregon 97232
                 Attention: Brian D. Holt

                 Kuhr Technologies, Inc.
                 7000 Boulevard East
                 Guttenberg, New Jersey 07093
                 Attention: Nicholas Mennona, Jr.

           29.   All terms and provisions of the Partnership Agreement, as
amended hereby, shall continue in full force and effect.

           30.   This amendment shall not become effective unless and until, and
shall be effective from and after, such time as the escrowee, pursuant to the
Escrow Agreement dated as of February 13, 1991 between Tri-County Solid Waste
Advisory Committee, the escrowee named therein and various municipalities (the
"Escrow Agreement") shall close the escrow and deliver fully executed documents
to the Partnership as required thereby. If the Escrow Agreement is terminated
pursuant to the terms thereof, this amendment shall be of no force and effect.

                                      -10-


          IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Second Amended and Restated Agreement and Certificate of Limited
Partnership to be executed and delivered by their duly authorized officers as of
the day and year first above written.

                                           THE GENERAL PARTNER:

                                           KUHR TECHNOLOGIES, INC.


                                           By /s/ Floyd M. Gent
                                              ----------------------------------
                                              Its Vice President of Operations
                                              Floyd Gent

          Subscribed and sworn to before me by Floyd M. Gent this 6th day of
June, 1991.

                                              /s/ Karen L. Pelletier
                                              ----------------------------------
                                                        Notary Public
                                              Karen L. Pelletier
                                              Comm Exp 10-22-97

                                      -11-


          IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Second Amended and Restated Agreement and Certificate of Limited
Partnership to be executed and delivered by their duly authorized officers as of
the day and year first above written.

                                           THE LIMITED PARTNERS:

                                           ENERGY NATIONAL, INC.


                                           By: /s/ Brian D. Holt
                                               ---------------------------------
                                               Its President
                                               Brian D. Holt

          Subscribed and sworn to before me by Brian D. Holt this 31st day of
May, 1991.

                                               /s/ Barbara J. Howxhurst
                                               ---------------------------------
                                                        Notary Public

                                      -12-


          IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Second Amended and Restated Agreement and Certificate of Limited
Partnership to be executed and delivered by their duly authorized officers as of
the day and year first above written.

                                           CNA REALTY CORP.


                                           By: /s/ Robert E. Wetzel
                                               ---------------------------------
                                               Its Vice President
                                               ---------------------------------


          Subscribed and sworn to before me by Robert E. Wetzel, Vice President
this 24th day of May, 1991.

                                               /s/ Marguerite J. Miller
                                               ---------------------------------
                                                        Notary Public.

                                                         "OFFICIAL SEAL"
                                                      Marguerite J. Miller
                                                Notary Public, State of Illinois
                                                 My Commission Expires 12/15/92

                                      -13-


          IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Second Amended and Restated Agreement and Certificate of Limited
Partnership to be executed and delivered by their duly authorized officers as of
the day and year first above written.

                                           PROJECT CAPITAL 1985

                                           By  /s/ Earle Yaffa
                                               ---------------------------------
                                               Its Managing Partner
                                               Earle Yaffa

          Subscribed and sworn to before me by Earle Yaffa this 24 day of May,
1991.

                                               /s/ Fay D. Hill
                                               ---------------------------------
                                                        Notary Public


                                                   FAY D. HILL
                                          Notary Public, State of New York
                                                   No. 41-4795907
                                           Qualified in Queens County
                                        Commission Expires April 30, 1992

                                      -14-

Exhibit 3.76

054255A002 08/08/89RN37010 30.00
066663A002 12/11/89RN37010 15.00
066663A002 [ILLEGIBLE] 150.00

CERTIFICATE OF INCORPORATION For office use only
STOCK CORPORATION ACCOUNT NO.

INITIALS

61.5 REV 6-72 [ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]

2661

STATE OF CONNECTICUT
SECRETARY OF THE STATE
VOL 1153

The undersigned incorporator(s) hereby form(s) a corporation under the Stock
Corporation Act of the State of Connecticut:

1. The name of the corporation is Mecklenburg County Recycling, Inc.

2. The nature of the business to be transacted, or the purposes to be promoted
or carried out by the corporation, are as follows:

To engage in any lawful activity or act for
which operations may be formed under the general
corporation laws of the State of Connecticut.

2665

(Continued)

3. The designation of each class of shares, the authorized number of shares of
each such class, and the par value (if any) of each share thereof are as
follows:

Common Stock; no par value; 5,000 authorized shares

4. The terms, limitations and relative rights and preferences of each class of
shares and series thereof (if any), or an express grant of authority to the
board of directors pursuant to Section 33-341. 1959 Supp Conn G S are as
follows.

5. The minimum amount of stated capital with which the corporation shall
commence business is One Thousand ($1,000.00) dollars (Not less than one
thousand dollars)

6. (7). Other provisions

Dated at Westport this 4th day of August, 1989

I/We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.

THIS CERTIFICATE OF INCORPORATION MUST BE SIGNED
BY ONE OR INCORPORATORS

NAME OF INCORPORATOR (Print or Type) NAME OF INCORPORATOR (Print or Type) NAME OF INCORPORATOR (Print or Type)

1. Stanley P. Atwood 2. Zenecia B. Doyle 3.
- ---------------------------------------- -------------------------------------- ---------------------------------------
SIGNED (Incorporator) SIGNED (Incorporator) SIGNED (Incorporator)

1. /s/ Stanley P. Atwood 2. /s/ Zenecia B. Doyle 3.
- ---------------------------------------- -------------------------------------- ---------------------------------------
NAME OF INCORPORATOR (Print or Type) NAME OF INCORPORATOR (Print or Type) NAME OF INCORPORATOR (Print or Type)

4. 5. 6.
- ---------------------------------------- -------------------------------------- ---------------------------------------
SIGNED (Incorporator) SIGNED (Incorporator) SIGNED (Incorporator)

4. 5. 6.
- ---------------------------------------- -------------------------------------- ---------------------------------------

FOR OFFICE USE ONLY

[STAMP]

FRANCHISE FEE FILING FEE CERTIFICATION FEE TOTAL FEES
$ 150 $ 45 + 25 $ 12 + 25 $ 257

SIGNED (For Secretary of the State)
[ILLEGIBLE]

CERTIFIED COPY SENT ON (Date) INITIALS
[ILLEGIBLE] [ILLEGIBLE]

TO
ONE COMMERCIAL PLAZA

CARD LIST PROOF
HARTFORD CT 06103

APPOINTMENT OF STATUTORY AGENT FOR SERVICE
DOMESTIC CORPORATION
61-6 Rev. 6/88

VOL 1153

2666

SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106

Name of Corporation: Mecklenburg County Recycling, Inc.

COMPLETE ALL BLANKS

The above corporation appoints as its statutory agent for
service, one of the following:

Name of Natural Person Who is Resident of Connecticut Business Address Zip Code
Stanley P. Atwood 65 Jesup Rd., P.O. Box 390 Westport CT
06881

Residence Address Zip Code
126 Hillandale Road, Westport, CT 06880

Name of Connecticut Corporation Address of Principal Office in Conn. (If none,
enter address of appointee's statutory agent for service)

Name of Corporation Address of Principal Office in Conn.
(Not organized under the Laws of Conn.*) (If none, enter "Secretary of the State of Conn.")

* Which has procured a Certificate of Authority to transact business or
conduct affairs in this state.

AUTHORIZATION

Name of Incorporator (Print or Type) Signed (Incorporator) Date
ORIGINAL APPOINTMENT Stanley P. Atwood /s/ Stanley P. Atwood 10/1/89
(MUST BE SIGNED
BY A MAJORITY OF Name of Incorporator (Print or Type) Signed (Incorporator)
INCORPORATORS) Zenecia B. Doyle /s/ Zenecia B. Doyle 10/1/89

Name of Incorporator (Print or Type) Signed (Incorporator)

SUBSEQUENT APPOINTMENT Name of President, Vice President or Secretary Date

Signed (President, Vice President or Secretary)

Acceptance: Name of Statutory Agent for Service (Print or Type) Signed (Statutory Agent for Service)
Stanley P. Atwood /s/ Stanley P. Atwood

For Official Use Only Rec: CC:

--------------------------------------------
[STAMP]
--------------------------------------------

By /s/ [ILLEGIBLE] --------------------------------------------
Please provide filer's name and complete
address for mailing receipt

STATE OF CONNECTICUT }
} SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE }

I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 20th day of May A.D. 2002

/s/ Susan Bysiewicz
- ---------------------------------------------------
SECRETARY OF THE STATE



                                                                    Exhibit 3.77

                                     BY-LAWS

                                       OF

                       MECKLENBURG COUNTY RECYCLING, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation shall
be at such place as the Directors shall designate from time to time.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Connecticut as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the Shareholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Connecticut as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Shareholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting shall be given
to each Shareholder entitled to vote at such meeting not less than seven nor
more than fifty days before the date of the meeting stating: (a) the place, date
and hour of the meeting; and (b) if any proposed matter other than the election
of Directors which, under the Stock Corporation Act of Connecticut, expressly
requires the vote of Shareholders.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee, by resolution of the Board of Directors or one or more Shareholders
holding in aggregate at least one-tenth of the total number of shares entitled
to vote at such meeting. The Secretary shall mail a notice of such meeting to
each shareholder of record not less than seven, nor more than fifty, days before
the date of the meeting. Such notice shall state the e place, date and hour of
the meeting and the purpose or purposes of the proposed



meeting. Business transacted at any Special Meeting of Shareholders shall be
limited to the purposes stated in the notice, written notice of a Special
Meeting

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Shareholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Shareholders, the Shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each Shareholder entitled to vote at the
Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By-Laws, any
question brought before any Meeting of Shareholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
Shareholder represented at a Meeting of Shareholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
Shareholder. Such votes may be cast in person or by proxy, but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the Officer of the
Corporation presiding at a Meeting of Shareholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a Shareholder so demands at the election and before the voting begins.

     SECTION 6. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Shareholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
Shareholders who have not consented.

     SECTION 7. LIST OF SHAREHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least seven days before every Meeting of Shareholders,
a complete list of the Shareholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of Shareholders maintained
by the Corporation for convenience of reference, and showing the address of each
Shareholder and the number of shares registered in the name of each Shareholder.
The list shall be open to inspection of any Shareholder, for any purpose germane
to the Meeting during ordinary business hours, for a period of at least seven
days prior to the

                                        2


Meeting, either at a place within the city where the Meeting is to be held,
which place shall be specified in the notice of the Meeting, or if not
specified, at the place where the Meeting will be held. The list shall also be
produced and kept at the time and place of the Meeting during the whole time
thereof, and may be inspected by any Shareholder of the Corporation who is
present. The list shall be prima facie evidence as to who are the Shareholders
entitled to examine such list or to vote in person or by proxy at any Meeting of
Shareholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Shareholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by a
plurality of the votes cast at Annual Meetings of Shareholders. Any
Director may resign at any time upon notice to the Secretary of the Corporation.
Directors need not be Shareholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any Shareholder entitled to vote in the election of Directors
generally. Any Shareholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Shareholders' Meeting only if written notice of such Shareholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Shareholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Shareholders for the election of Directors, the close of business on the seventh
day following the date on which notice of such meeting is first given to the
Shareholders. Each such notice shall set forth: (a) the name and address of the
Shareholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the Shareholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the Shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the Shareholder; (f) such other information regarding each nominee
proposed by such Shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A Shareholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Shareholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a Shareholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Shareholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the Shareholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Connecticut. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of Shareholders at the
Annual Meeting of Shareholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the Shareholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the Shareholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

                                        4


shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Each committee, having more than one Director as a member
shall elect a Director on such committee as the Chairperson of such committee.
Any committee, to the extent allowed by statute and as expressly provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that no committee shall have the power to
declare dividends, to elect or remove Officers, or to authorize the issue of any
class of stock of the Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.

Section 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

                                        5


     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the
affirmative vote of a majority of the disinterested Directors, even though the
disinterested Directors be less than a quorum; or (ii) the material facts as to
such Director's or Officer's or their relationship or interest and as to the
contract or transaction are disclosed or are known to the Shareholders entitled
to vote thereon, and the contract or transaction is specifically authorized,
approved or ratified in good faith by the Shareholders; or (iii) the contract or
transaction is fair and reasonable as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee thereof
or the Shareholders. Common or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need

                                        6


not be Shareholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Shareholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the Shareholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of Shareholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the Shareholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all Meetings of the Shareholders and
special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

                                        9


     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Shareholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Connecticut, the
name of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws. Transfers of stock shall be
made on the books of the

                                       10


Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
Shareholders entitled to notice of or to vote at any Meeting of Shareholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of Shareholders of record entitled to notice of or to
vote at a Meeting of Shareholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Connecticut.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or Shareholder, such notice may be given by mail,
addressed to such Director, member of a committee or Shareholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or Shareholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors

                                       11


at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Connecticut". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the Shareholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Shareholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                    Exhibit 3.78

STATE OF NEW YORK   }
                       SS:
DEPARTMENT OF STATE }


I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28, 2002

[SEAL]

                                        /s/ [ILLEGIBLE]

                                        SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266(7/00)



                                                                   f930707000321

                          CERTIFICATE OF INCORPORATION
                                       OF
                           NATURAL ENVIRONMENTAL, INC.

     Under section 402 of the Business Corporation Law

     The undersigned, for the purpose of forming a corporation pursuant to
section 402 of the business corporation law of the State of New York, does
hereby certify and set forth:

     1.   The name of this corporation is NATURAL ENVIRONMENTAL, INC.

     2.   The purpose of the corporation is to engage in any lawful act or
          activity for which corporations may be organized under the Business
          Corporation law of the State of New York. The corporation is not
          formed to engage in any act or activity requiring the consent or
          approval of any state official, department, board, agency, or other
          body without such consent or approval being obtained.

     3.   The office of this corporation is to be located in the County of Erie,
          State of New York.

     4.   The aggregate number of shares which this corporation shall have
          authority to issue is one-hundred (100) shares of one class only,
          which shares are without par value.

     5.   The Secretary of State of the State of New York is hereby designated
          the agent of this corporation upon whom process against this
          corporation may be served. The post office address to which the
          Secretary of State shall mail a copy of any process against this
          corporation served upon him as agent of this corporation is number
          2730 Transit Road, Town of West Seneca, County of Erie, State of
          New York, 14224.

     IN WITNESS WHEREOF, I have executed and subscribed this certificate and do
affirm the foregoing as true under the penalties of perjury this 16th day of
June, 1993.

                                                        /s/ John K. Jordan
                                                      --------------------------
                                                        JOHN K. JORDAN, Esq.
                                                        Incorporator
                                                        Hyatt Legal Services
                                                        3300 Niagara Falls Blvd.
                                                        Tonawanda, NY 14150
                                                        (716) 832-7777



                                                                   f930707000321

                          CERTIFICATE OF INCORPORATION

                                       OF

                           NATURAL ENVIRONMENTAL, INC.


A corporation formed pursuant to section 402 of the Business Corporation Law
of the State of New York, with a principal address at No. 2730 Transit Road,
Town of West Seneca, County of Erie, State of New York, 14224.

[SEAL]

John K. Jordan, Esq.
Hyatt Legal Services
1330 Niagara Falls Blvd.
2nd Flr
Tonawanda NY 14150

                                        2


STATE OF NEW YORK    }
                       SS:
DEPARTMENT OF STATE  }


I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28, 2002

[SEAL]


                                               /s/ [ILLEGIBLE]

                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266(7/00)



                                                                   F990430000615

                              CERTIFICATE OF MERGER
                                       OF
                              NE ACQUISITION, INC.
                                       AND
                           NATURAL ENVIRONMENTAL, INC.
                                      INTO
                           NATURAL ENVIRONMENTAL, INC.

                UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

     We, the undersigned, being respectively the Vice President and Assistant
Secretary of NE Acquisition, Inc., and the President and Secretary of Natural
Environmental, Inc., certify:

     The Agreement and Plan of the Merger was adopted by the board of directors
of each constituent corporation.

     1.   The name of each constituent corporation is as follows:

              NE Acquisition, Inc. and Natural Environmental, Inc.

     2.   The name of the surviving corporation is:

                           Natural Environmental, Inc.

     3.   The number of outstanding shares of NE Acquisition, Inc. is ten (10)
          shares without par value, all of which are entitled to vote. The
          number of outstanding shares of Natural Environmental, Inc. is five
          (5) shares without par value, all of which shares are entitled to
          vote.

     4.   The Certificate of Incorporation of NE Acquisition, Inc., was filed by
          the Department of State on the 15th day of April, 1999

                                     1 of 2


          and the Certificate of Incorporation of Natural Environmental, Inc.
          was filed by the Department of State on July 7, 1993.

     5.   The Merger was authorized by the Unanimous Written Consent of all
          outstanding shares of NE Acquisition, Inc., entitled to vote thereon
          and by the Unanimous Written Consent of all outstanding shares of
          Natural Environmental, Inc., entitled to vote thereon.

     6.   The Merger shall be effective on the filing of this Certificate of
          Merger by the Department of State.

     IN WITNESS WHEREOF, the undersigned have each signed this certificate and
affirmed the truth of the statements contained therein under penalty of perjury
this 28th day of April, 1999.

                                             NE ACQUISITION, INC.


                                             By: /s/ Jerry S. Cifor
                                             -----------------------------------
                                                 Jerry S. Cifor, Vice President
                                                 and Assistant Secretary


                                 NATURAL ENVIRONMENTAL, INC.


                                 By: /s/ Gordon Reger
                                    -------------------------------------
                                     Gordon Reger, President and Secretary

                                     2 of 2


                                                                   F990430000615

                              CERTIFICATE OF MERGER
                                       OF
                              NE ACQUISITION, INC.
                                       AND
                           NATURAL ENVIRONMENTAL, INC.
                                      INTO
                           NATURAL ENVIRONMENTAL, INC.

                Under Section 904 of the Business Corporation Law

                                    DRAWDOWN
                                       NIS
                                       27

                                                   STATE OF NEW YORK
                                                   DEPARTMENT OF STATE
                                                   FILED APR 30, 1999
                                                   TAX $
                                                        ------------------------
                                                   BY: /s/ Erie
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                                                        Erie

[NIS NATIONWIDE INFORMATION SERVICES (TM) LOGO]

52 James Street
Albany, NY 12207

(800) 873-3482
(800) 234-8522 FAX


*FILER:
Jack Quigley
Corporate Assistant Manager

                                                                    990430000638

                                        3



                                                                    Exhibit 3.79

                                   BY-LAWS OF

                              NE ACQUISITION, INC.

                               ARTICLE I - OFFICES

     The principal office of the Corporation shall be in the County of Erie,
State of New York. The Corporation may also have offices at such other places
within the State of New York as the Board may from time to time determine or the
business of the Corporation may require.

                            ARTICLE II - SHAREHOLDERS

     1.   PLACE OF MEETINGS. Meetings of the shareholders shall be held at the
principal office of the Corporation or at such place within or without the State
of New York as the Board shall authorize.

     2.   ANNUAL MEETING. The annual meeting of the shareholders shall be held
on the first day of October, at 10:00 a.m. in each year if not a legal holiday,
and, if a legal holiday, then on the next business day following the same hour,
when the shareholders shall elect a Board and transact such other business as
may properly come before the meeting.

     3.   SPECIAL MEETINGS. Special meetings of the shareholders may be called
by the Board or by the President and shall be called by the President or the
Secretary at the request in writing of a majority of the Board or at the request
in writing by shareholders owning a majority in amount of the shares issued and
outstanding. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at a special meeting shall be confined to the
purposes stated in the notice.

     4.   FIXING RECORD DATE. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board shall fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than fifty (50) days nor less than ten (10) days before the date of such
meeting, nor more than fifty (50) days prior to any other action. If no record
date is fixed, it shall be determined in accordance with the provisions of law.

     5.   NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of each meeting of
shareholders shall state the purpose or purposes for which the meeting is
called, the place, date and hour of the meeting and unless it is the annual
meeting, shall indicate that it is being issued by or at the direction of the
person or persons calling the meeting. Notice shall be given either personally
or by mail to each shareholder entitled to vote at such meeting, not less



than three (3) nor more than fifty (50) days before the date of the meeting. If
action is proposed to be taken that might entitle shareholders to payment for
their shares, the notice shall include a statement of that purpose and to that
effect. If mailed, the notice is given when deposited in the United States mail,
with postage thereon prepaid, directed to the shareholder at his address as it
appears on the record of shareholders, or, if he shall have filed with the
Secretary a written request that notices to him be mailed to some other address,
then directed to him at such other address.

     6.   WAIVERS. Notice of meeting need not be given to any shareholder who
signs a waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him.

     7.   QUORUM OF SHAREHOLDERS. Unless the certificate of incorporation
provides otherwise, the holders of a majority of the shares entitled to vote
thereat shall constitute a quorum at a meeting of shareholders for the
transaction of any business, provided that when a specified item of business is
required to be voted on by a class or classes, the holders of a majority of the
shares of such class or classes shall constitute a quorum for the transaction of
such specified items of business.

          When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders.

          The shareholders present may adjourn the meeting despite the absence
of a quorum.

     8.   PROXIES. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy.

          Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.

     9.   QUALIFICATION OF VOTERS. Every shareholder of record shall be entitled
at every meeting of shareholders, to one vote for every share in his name on the
record of shareholders, unless otherwise provided in the certificate of
incorporation.

     10.  VOTE OF SHAREHOLDERS. Except as otherwise required by statute or by
the certificate of incorporation:

          A.   Directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;



          B.   All other corporate action shall be authorized by a majority of
the votes cast.

     11.  WRITTEN CONSENT OF SHAREHOLDERS. Any action that may be taken by vote
may be taken without a meeting on written consent, setting forth the action so
taken, signed by the holders of all the outstanding shares entitled to vote
thereon or signed by the holders of two-thirds of all of the outstanding shares.

                             ARTICLE III - DIRECTORS

     1.   BOARD OF DIRECTORS. Subject to any provision in the certificate of
incorporation the business of the Corporation shall be managed by its Board of
Directors, each of whom shall be at least twenty-one (21) years of age but need
not be shareholders.

     2.   NUMBER OF DIRECTORS. The number of Directors shall initially be three
(3). Either the Board or the shareholders may increase or decrease the number of
Directors.

     3.   ELECTION AND TERM OF DIRECTORS. At each annual meeting of
shareholders, the shareholders shall elect Directors to hold office until the
next annual meeting. Each Director shall hold office until the expiration of the
term for which he is elected and until his successor has been elected and
qualified, or until his prior resignation or removal.

     4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships
resulting from an increase in the number of Directors and vacancies occurring in
the Board for any reason except the removal of Directors without cause may be
filled by a vote of a majority of the Directors then in office, although less
than a quorum exists, unless otherwise provided in the certificate of
incorporation. A Director elected to fill a vacancy caused by resignation, death
or removal, shall be elected to hold office for the unexpired term of his
predecessor.

     5.   REMOVAL OF DIRECTORS. Any or all of the Directors may be removed for
cause by vote of the shareholders or by action of the Board. Directors may be
removed without cause only by vote of the shareholders.

     6.   RESIGNATION. A Director may resign at any time by giving written
notice to the Board, the President or the Secretary of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.

     7.   QUORUM OF DIRECTORS. Unless otherwise provided in the certificate of
incorporation, a majority of the entire Board shall constitute a quorum for the
transaction of business or of any specified item of business.



     8.   ACTION OF THE BOARD. Unless otherwise required by law, the vote of a
majority of the Directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the Board. Each Director present shall
have one vote regardless of the number of shares, if any, which he may hold.

     9.   PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meetings
at the office of the Corporation or at such other places, either within or
without the State of New York, as it may from time to time determine.

     10.  REGULAR ANNUAL MEETING. A regular annual meeting of the Board shall be
held immediately following the annual meeting of shareholders at the place of
such annual meeting of shareholders.

     11.  NOTICE OF MEETING OF THE BOARD, ADJOURNMENT.

          A.   Regular meetings of the Board may be held without notice at such
time and place as it shall from time to time determine. Special meetings of the
Board shall be held upon notice to the Directors and may be called by the
President upon two (2) days notice to each Director either personally or by mail
or by facsimile; special meetings shall be called by the President or by the
Secretary in a like manner on written request of two (2) Directors. Notice of a
meeting need not be given to any Director who submits a waiver of notice whether
before or after the meeting or who attends the meeting without protest prior
thereto or at its commencement, the lack of notice to him.

          B.   A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all Directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other Directors.

     12.  CHAIRMAN. At all meetings of the Board, the President, or in his
absence a Chairman chosen by the Board, shall preside.

     13.  EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution adopted by a
majority of the entire Board, may designate from among its members an executive
committee and other committees, each consisting of any number of Directors, each
such committee shall serve at the pleasure of the Board.

     14.  COMPENSATION. No compensation shall be paid to Directors, as such, for
their services, but by resolution of the Board a fixed sum and expenses for
actual attendance, at each regular or special meeting of the Board may be
authorized. Nothing herein contained shall be construed to preclude any Director
from serving the Corporation in any other capacity and receiving compensation
therefore.



     15.  TELEPHONIC CONFERENCE. Any one or more members of the Board of
Directors, or of any committee thereof, may participate in the meeting of such
Board or committee by means of a conference phone or similar equipment which
allows all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at such a
meeting.

     16.  DIRECTORS CONSENT. Any action that may be taken by vote may be taken
without a meeting on written consent, setting forth the action so taken, signed
by all the Directors entitled to vote thereon.

                              ARTICLE IV - OFFICES

     1.   OFFICES, ELECTION, TERM.

          A.   Unless otherwise provided for in the certificate of
incorporation, the Board may elect to appoint a president, one (1) or more vice
presidents, a secretary and a treasurer, and such other offices as it may
determine, who shall have such duties, powers and functions as hereinafter
provided.

          B.   All officers shall be elected or appointed to hold office until
the meeting of the Board following the annual meeting of shareholders.

          C.   Each officer shall hold office for the term for which he is
elected or appointed until his successor has been elected or appointed and
qualified.

     2.   REMOVAL, RESIGNATION, SALARY, ETC.

          A.   Any officer elected or appointed by the Board may be removed by
the Board with or without cause.

          B.   In the event of the death, resignation or removal of an officer,
the Board in its discretion may elect or appoint a successor to fill the
unexpired term.

          C.   Any two (2) or more offices may be held by the same person.

          D.   The salaries of all officers shall be fixed by the Board.

          E.   The Directors may require any officer to give security for the
faithful performance of his duties.

     3.   PRESIDENT. The President shall be the chief executive officer of the
Corporation; he shall preside at all meetings of the shareholders and of the
Board; he shall have the management of the business of the Corporation and shall
see that all orders and resolutions



of the Board are carried into effect.

     4.   VICE-PRESIDENTS. During the absence or disability of the President,
the Vice-President, if any, or if there are more than one, the executive
Vice-President, shall have all the powers and functions of the President. Each
Vice-President shall perform such other duties as the Board shall prescribe.

     5.   SECRETARY. The Secretary shall:

          A.   Attend all meetings of the Board and of the shareholders;

          B.   Record all votes and minutes of all proceedings in a book to be
kept for that purpose;

          C.   Give or cause to be given notice of all meetings of shareholders
and of special meetings of the Board;

          D.   Keep in safe custody the seal of the corporation and affix it to
any instrument when authorized by the Board;

          E.   When required, prepare or cause to be prepared and available at
each meeting of shareholders a certified list in alphabetical order of the names
of the shareholders entitled to vote thereat, indicating the number of shares of
each respective class held by each;

          F.   Keep all the documents and records of the Corporation as required
by law or otherwise in a proper and safe manner;

          G.   Perform such other duties as may be prescribed by the Board.

     6.   ASSISTANT SECRETARIES. During the absence or disability of the
Secretary, the assistant secretary, if any, or if there are more than one, the
one so designated by the Secretary or by the Board, shall have all the powers
and functions of the Secretary.

     7.   TREASURER. The Treasurer shall:

          A.   Have the custody of the corporate funds and securities;

          B.   Keep full and accurate accounts of receipts and disbursements in
the corporate books;

          C.   Deposit all money and other valuables in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board;



          D.   Disburse the funds of the Corporation as may be ordered or
authorized by the Board and preserve proper vouchers for such disbursements;

          E.   Render to the President and Board at the regular meetings of the
Board, or whenever they require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation;

          F.   Render a full financial report at the annual meeting of the
shareholders is so requested;

          G.   Be furnished by all corporate officers and agents at his request,
with such reports and statements as he may require as to all financial
transactions of the Corporation;

          H.   Perform such other duties as are given to him by these By-Laws or
as from time to time are assigned to him by the Board or the President.

     8.   ASSISTANT TREASURER. During the absence or disability of the
Treasurer, the assistant treasurer, if any, or if there are more than one (1),
the one so designated by the Secretary or by the Board, shall have all the
powers and functions of the Treasurer.

     9.   SURETIES AND BONDS. In case the Board shall so require, any officer or
agent of the Corporation shall execute to the Corporation a bond in such sum and
with such surety or sureties as the Board may direct, conditioned upon the
faithful performance of his duties to the Corporation and including
responsibility for negligence and for the account of all property, funds or
securities of the Corporation which may come into his hands.

                       ARTICLE V - CERTIFICATES FOR SHARES

     1.   CERTIFICATES. The shares of the Corporation shall be represented by
certificates. They shall be numbered and entered in the books of the Corporation
as they are issued. They shall exhibit the holder's name and the number of
shares and shall be signed by the President or Vice President and the Treasurer
or the Secretary and shall bear the corporate seal.

     2.   LOST OR DESTROYED CERTIFICATES. The Board may direct a new certificate
or certificates to be issued in place of the certificate or certificates
theretofore issued by the Corporation, alleged to have been lost or destroyed,
upon the making of an affidavit of the fact by the person claiming the
certificate to be lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board may in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the Corporation a bond in such
sum with such surety or sureties as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.



     3.   TRANSFERS OF SHARES.

          A.   Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the Corporation which shall be kept at its principal
office. No transfer shall be made within ten (10) days preceding the annual
meeting of shareholders.

          B.   The Corporation shall be entitled to treat the holder of record
of any share as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the State of New York.

     4.   CLOSING TRANSFER BOOKS. The Board shall have the power to close the
share transfer books of the Corporation for a period of not more than ten (10)
days during the thirty (30) day period immediately preceding (a) any
shareholders' meeting, or (b) any date upon which shareholders shall be called
upon to or have a right to take action without a meeting, or (c) any date fixed
for the payment of a dividend or any other form of distribution, and only those
shareholders of record at the time the transfer books are closed, shall be
recognized as such for the purpose of (x) receiving notice of or voting at such
meeting, or (y) allowing them to take appropriate action, or (z) entitling them
to receive any dividend or other form of distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to any provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the Corporation may be
declared in such amounts and at such time or times as the Board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the Corporation available for dividends such sum or sums as the Board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purposes the Board shall think
conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve.

                          ARTICLE VII - CORPORATE SEAL

     The seal of the Corporation shall be circular in form and bear the name of
the Corporation, the year of its organization and the words "Corporate Seal, New
York". The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.



                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

     All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the Board may from time to time designate.

                            ARTICLE IX - FISCAL YEAR

     The fiscal year shall begin on the 1st day of May in each year.

             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these By-Laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                          ARTICLE XI - BY-LAW CHANGES

     1.   AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

          A.   Except as otherwise provided in the certificate of incorporation,
the By-Laws may be amended, repealed or adopted by vote of the holders of the
shares at the time entitled to vote in the election of any Directors. By-Laws
may also be amended, repealed or adopted by the Board but any By-law adopted by
the Board may be amended by the shareholders entitled to vote thereon as
hereinabove provided.

          B.   If any By-law regulating an impending election of Directors is
adopted, amended or repealed by the Board, there shall be set forth in the
notice of the next meeting of shareholders for the election of Directors the
By-law so adopted, amended or repealed, together with the concise statement of
the changes made.

                          ARTICLE XII - INDEMNIFICATION

     The Corporation shall indemnify any person made a party to an action by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he, his testator, or intestate, is or was a director or officer
of the Corporation, against the reasonable expenses, including, attorneys' fees,
actually and necessarily incurred by him in connection with the defense of such
action, or in connection with an appeal therein, except in relation to matters
as to which such director or officer is adjudged to have breached his duty to
the Corporation under Sections 715 or 717 of the New York State Business
Corporation Law.

     The Indemnification herein provided shall not include amounts paid in
settling or otherwise disposing of a threatened action, or a pending action with
or without court approval or expenses



incurred in defending a threatened action or a pending action which is settled
for or otherwise disposed of without court approval.



                                                                    Exhibit 3.80

                        THE COMMONWEALTH OF MASSACHUSETTS

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                            ARTICLES OF ORGANIZATION
                          (GENERAL LAWS, CHAPTER 156B)

                                    ARTICLE I
                      The exact name of the corporation is:

                New England Waste Services of Massachusetts, Inc.

                                   ARTICLE II
     The purpose of the corporation is to engage in the following business
activities:

To engage in waste services.

To engage in any lawful act or activity permitted under the Massachusetts
General Laws, Chapter 156B.


NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE 8 1/2 X
11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN
ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE REQUIRING EACH
ADDITION IS CLEARLY INDICATED.

/s/ [ILLEGIBLE]
- -----------------
Examiner


/s/ [ILLEGIBLE]
- -----------------
Name Approved


   C  / /
   P  /X/
   M  / /
R.A.  /X/


     7
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P.C.



                                   ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue



       WITHOUT PAR VALUE                             WITH PAR VALUE
- ---------------------------------     --------------------------------------------
    TYPE        NUMBER OF SHARES         TYPE        NUMBER OF SHARES    PAR VALUE
- ------------    ----------------      -----------    ----------------    ---------
                                                             
Common:         10,000                Common:         0

Preferred:           0                Preferred:      0


                                   ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.


                                    ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:

          N/A


                                   ARTICLE VI
**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

          See attached rider.

**IF THERE ARE NO PROVISIONS STATE "NONE".
NOTE: THE PRECEDING SIX (6) ARTICLES ARE CONSIDERED TO BE PERMANENT AND MAY
ONLY BE CHANGED BY FILING APPROPRIATE ARTICLES OF AMENDMENT.



                NEW ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.
                      ARTICLES OF ORGANIZATION (CONTINUED)
                             ARTICLE VI (CONTINUED)
                                      RIDER

                      PLACE OF MEETINGS OF THE STOCKHOLDERS

     Meetings of the stockholders may be held anywhere in the United States as
shall be determined from time to time by the directors or as shall be stated in
the notice of the meeting.

                                     BYLAWS

     The directors may make, amend or repeal the bylaws, in whole or in part,
except with respect to any provision thereof which by law requires action by the
stockholders.

                                   PARTNERSHIP

     The corporation shall have the power to act as a partner in any business
enterprise which the corporation would have the power to conduct by itself.

                         INTERESTED PARTY TRANSACTIONS

     The corporation may enter into contracts and otherwise transact business as
vendor, purchaser or otherwise with its directors, officers and stockholders and
with corporations, joint stock companies, trusts, firms and associations in
which they are or may be or become interested as directors, officers,
stockholders, members, trustees, beneficiaries or otherwise as freely as though
such adverse interest did not exist even though the vote, action or presence of
such director, officer or stockholder may be necessary to obligate the
corporation upon such contract or transaction; and no such contract or
transaction shall be avoided and no such director, officer or stockholder shall
be held liable to account to the corporation or to any creditor or stockholder
of the corporation for any profit or benefit realized by him through any such
contract or transaction by reason of such adverse interest nor by reason of any
fiduciary relationship of such director, officer or stockholder to the
corporation arising out of such office or stock ownership; provided (in the case
of directors and officers but not in the case of any stockholder who is not a
director or officer of the corporation) the nature of the interest of such
director or officer, though not necessarily the details or extent thereof, be
known by or disclosed to the directors. Ownership or beneficial interest in a
minority of the stock or securities of another corporation, joint stock company,
trust, firm or association shall not be deemed to constitute an interest adverse
to this corporation in such other corporation, joint stock company, trust, firm
or association and need not be disclosed. A general notice that a director or
officer of the corporation is interested in any corporation, joint stock
company, trust, firm or association shall be sufficient disclosure as to such
director or officer with respect to all contracts and transactions with that
corporation, joint stock company, trust, firm or association. In any event, the
authorizing or ratifying vote of a majority of the capital stock of the
corporation outstanding and



entitled to vote passed at a meeting duly called and held for the purpose shall
validate any such contract or transaction as against all stockholders of the
corporation, whether of record or not at the time of such vote, and as against
all creditors of, and other claimants under, the corporation, and no contract or
transaction shall be avoided by reason of any provision of this paragraph which
would be valid but for these provisions.

            LIABILITY OF DIRECTORS TO THE CORPORATION OR STOCKHOLDERS

     No director shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
notwithstanding any provision of law imposing such liability; provided, however,
that, to the extent required by applicable law, this provision shall not
eliminate the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 61 or 62 or successor provisions of the
Massachusetts Business Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit. No amendment to or repeal of
this provision shall apply to or have any effect on the liability or alleged
liability of any director for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

                INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     The corporation shall indemnify, to the full extent permitted by
Massachusetts law, each person who is or was a director, officer, employee or
other agent of the corporation, each person who is or was serving at the request
of the corporation as a director, trustee, officer, employee or other agent of
another organization in which it directly or indirectly owns shares or of which
it is directly or indirectly a creditor and each person who is or was serving at
the request of the corporation in any capacity with respect to any employee
benefit plan, against all liabilities, costs and expenses, including, without
limitation, amounts paid in satisfaction of judgments, in settlement or as fines
and penalties, and counsel fees and disbursements reasonably incurred by him in
connection with the defense or disposition of or otherwise in connection with or
resulting from any action, suit or other proceeding, whether civil, criminal,
administrative or investigative, before any court or administrative or
legislative or investigative body, in which he may be or may have been involved
as a party or otherwise or with which he may be or may have been threatened,
while in office or thereafter by reason of his being or having been such a
director, officer, employee, agent or trustee, or having served in any capacity
with respect to any employee benefit plan, or by reason of any action taken or
not taken in any such capacity, except with respect to any matter as to which he
shall have been finally adjudicated by a court of competent jurisdiction not to
have acted in good faith in the reasonable belief that his action was in the
best interests of the corporation or, to the extent that such matter relates to
service with respect to any employee benefit plan, in the best interest of the
participants or beneficiaries of such employee benefit plan. Expenses,
including, without limitation, counsel fees and disbursements, so incurred by
any such person in defending any such action, suit or proceeding may be paid
from time to time by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the person



indemnified to repay the amounts so paid if it shall ultimately be determined
that indemnification of such expenses is not authorized hereunder, which
undertaking may be accepted without reference to the financial ability of such
person to make repayment.

     As to any matter disposed of by settlement by any such person, pursuant to
a consent decree or otherwise, no such indemnification either for the amount of
such settlement or for any other expenses shall be provided unless such
settlement shall be approved as in the best interests of the corporation, after
notice that it involves such indemnification (i) by a vote of a majority of the
disinterested directors then in office (even though the disinterested directors
be less than a quorum), or (ii) by any disinterested person or persons to whom
the question may be referred by vote or a majority of such disinterested
directors, voting as a single class, exclusive of any stock owned by any
interested persons, or (iii) by any disinterested person or persons to whom the
question may be referred by vote of the holders of a majority of such stock. No
such approval shall prevent the recovery from any such officer, director,
employee, agent or trustee or any such person serving in any capacity with
respect to any employee benefit plan or any amounts paid to him on his behalf as
indemnification in accordance with the preceding sentence if such person is
subsequently adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that this action was in the best
interests of the corporation or, to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.

     The right of indemnification hereby provided shall not be exclusive of or
affect any other rights to which any director, officer, employee, agent or
trustee or any such person serving in any capacity with respect to any employee
benefit plan may be entitled or which may lawfully be granted to him. As used
herein, the terms "director," "officer," "employee," "agent" and "trustee"
include their respective executors, administrators and other legal
representatives, an "interested" person is one against whom the action, suit or
other proceeding in question or another action, suit or other proceeding on the
same or similar grounds is then or had been pending or threatened, and a
"disinterested" person is a person against whom no such action, suit or other
proceeding is then or had been pending or threatened.

     By action of the board of directors, notwithstanding any interest of the
directors in such action, the corporation may purchase and maintain insurance,
in such amounts as the board of directors may from time to time deem
appropriate, on behalf of any person who is or was a director, officer, employee
or other agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or other agent of another
organization or with respect to any employee benefit plan, in which it directly
or indirectly owns shares or of which it is directly or indirectly a creditor,
against any liability incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability.



                                   ARTICLE VII
The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a LATER effective date is
desired, specify such date which shall not be more than THIRTY DAYS after the
date of filing.

                                  ARTICLE VIII
The information contained in Article VIII is not a permanent part of the
Articles of Organization.

a. The street address (POST OFFICE BOXES ARE NOT ACCEPTABLE) of the principal
   office of the corporation IN MASSACHUSETTS is:

     c/o CT Corporation System, 2 Oliver Street, Boston, MA 02109

b. The name, residential address and post office address of each director and
   officer of the corporation is as follows:



                      NAME                 RESIDENTIAL ADDRESS                 POST OFFICE ADDRESS
                                                                      
President:       Douglas R. Casella        3 Stonehollow                       Casella Waste Systems, Inc.
                                           Mendon, VT                          25 Greens Hill Lane
                                                                               Rutland, VT 05701

Treasurer:       Jerry S. Cifor            Manchester West Road                Casella Waste Systems, Inc.
                                           Manchester, VT 05254                25 Greens Hill Lane
                                                                               Rutland, VT 05701

Clerk:           John W. Casella           67 Ives Avenue                      Casella Waste Systems, Inc.
                                           Rutland, VT 05701                   25 Greens Hill Lane
                                                                               Rutland, VT 05701

Directors:       John W. Casella               (see above)                         (see above)

                 Douglas R. Casella            (see above)                         (see above)

                 James W. Bohlig           Russellville Road                   Casella Waste Systems, Inc.
                                           Box 1043, Cuttingsville, VT         25 Greens Hill Lane
                                           05738                               Rutland, VT 05701


c. The fiscal year (i.e., tax year) of the corporation shall end on the last day
   of the month of: April

d. The name and business address of the resident agent, if any, of the
   corporation is:

     CT Corporation System, 2 Oliver Street, Boston, MA 02109

                                   ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose
signature(s) appear below as incorporator(s) and whose name(s) and business or
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 9th day of November, 1999.

Matthew Gerritsen   2 Oliver St., Boston, MA 02109       /s/ Matthew Gerritsen
- --------------------------------------------------------------------------------
Jean Kerrigan       2 Oliver St., Boston, MA 02109       /s/ Jean Kerrigan
- --------------------------------------------------------------------------------
Stephen Rullis      2 Oliver Street, Boston, MA 02109    /s/ Stephen Rullis
- --------------------------------------------------------------------------------

NOTE: IF AN EXISTING CORPORATION IS ACTING AS INCORPORATOR, TYPE IN THE EXACT
NAME OF THE CORPORATION, THE STATE OR OTHER JURISDICTION WHERE IT WAS
INCORPORATED, THE NAME OF THE PERSON SIGNING ON BEHALF OF SAID CORPORATION AND
THE TITLE HE/SHE HOLDS OR OTHER AUTHORITY BY WHICH SUCH ACTION IS TAKEN.


                                                                       105046583

679960

                        THE COMMONWEALTH OF MASSACHUSETTS

                            ARTICLES OF ORGANIZATION
                          (GENERAL LAWS, CHAPTER 156B)

================================================================================

 SECRETARY OF THE
   COMMONWEALTH

 99 NOV-9 PM 12:21
CORPORATION DIVISION

I hereby certify that, upon examination of these Articles of Organization,
duly submitted to me, it appears that the provisions of the General Laws
relative to the organization of corporations have been complied with, and I
hereby approve said articles; and the filing fee in the amount of $200 having
been paid, said articles are deemed to have been filed with me this 9th day
of November 1999.

EFFECTIVE DATE:
               ------------------------------------

                                                      A TRUE COPY ATTEST

                                                  /s/ William Francis Galvin

                                                     WILLIAM FRANCIS GALVIN
                                                 SECRETARY OF THE COMMONWEALTH

                                              DATE 6/6/02  CLERK /s/ [ILLEGIBLE]
                                                   ------            -----------

                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH


FILING FEE: One tenth of one percent of the total authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock with a par
value less than $1.00, or no par stock, shall be deemed to have a par value of
$1.00 per share.


                         TO BE FILLED IN BY CORPORATION
                       PHOTOCOPY OF DOCUMENT TO BE SENT TO:

                                    C.T. Corp
                   ------------------------------------------

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

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

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

                                     954019



                                                                    Exhibit 3.81

                                    BYLAWS OF
               NEW ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.

                            ADOPTED NOVEMBER 9, 1999

1. MEETINGS OF STOCKHOLDERS.

        1.1  ANNUAL MEETING. The annual meeting of stockholders shall be held
within six months after the end of the corporation's fiscal year, on any
business day, and at a place and time, as shall be determined by the board of
directors (the "Board"), for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If no annual
meeting is held as set forth above, a special meeting may be held in lieu
thereof, and any action taken at such meeting shall have the same effect as if
taken at the annual meeting.

        1.2  SPECIAL MEETING. A special meeting of the stockholders may be
called by the President or by resolution of the Board, and a special meeting
shall be called by the Clerk, or in case of the death, absence, incapacity or
refusal of the Clerk, by any other officer, upon the written request (stating
the purpose or purposes of the meeting) of holders of record of ten percent
(10%)of the issued and outstanding stock entitled to vote at such meeting.

        1.3  PLACE OF MEETINGS. Meetings of the stockholders shall be held in
the United States at the place fixed by the Board and stated in the notice of
meeting.

        1.4  NOTICE OF MEETINGS; WAIVER OF NOTICE. Written notice of each
meeting of stockholders shall be given to each stockholder entitled to vote at
the meeting (or otherwise entitled to such notice) by mailing it to him at his
address as it appears in the records of the corporation, postage prepaid, or by
delivering it to him at his residence or usual place of business, at least seven
(7) days before the meeting or such greater length of time as may be required by
law, and shall state the date, time and place of the meeting and the purposes
for which it is called and, unless it is the annual meeting, shall state at
whose direction the meeting is called. Notice need not be given to any
stockholder who submits to the Clerk a signed waiver of notice before or after
the meeting.

        1.5  QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote shall constitute a quorum for the
transaction of any business, except as otherwise provided by law or these
Bylaws. In the absence of a quorum any officer entitled to preside at or act as
Clerk of such meeting shall have the power to adjourn the meeting from time to
time until a quorum is present, without further notice other than announcement
at the meeting of the adjourned time and place, except as otherwise provided by
law. At any adjourned meeting at which a quorum is present, any action may be
taken which might have been taken at the meeting as originally called.

                                        1


        1.6  VOTING AND PROXIES. Stockholders may attend meetings and vote
either in person, by written proxy dated not more than six months before the
meeting named therein, or by irrevocable proxy as authorized by Massachusetts
law. Proxies shall be filed with the Clerk before being voted at any meeting or
adjournment thereof. A proxy with respect to stock held in the name of two or
more persons shall be valid if signed by one of them unless, at or prior to
exercise of the proxy, the corporation receives a specific written notice to the
contrary from any one of them. Every proxy must be signed by the stockholder or
his attorney-in-fact. Corporate action to be taken by stockholder vote, other
than the election of directors, shall be authorized by a majority of the votes
cast at a meeting of stockholders at which a quorum is present, except as
otherwise provided by law, the Articles of Organization or these Bylaws.
Directors shall be elected in the manner provided in Section 2.1 of these
Bylaws. Voting need not be done by ballot unless requested by a stockholder at a
meeting or ordered by the chairman of the meeting.

        1.7  ACTION BY WRITTEN CONSENT. Action by the stockholders may be taken
without a meeting if a written consent to the action is signed by the holders of
all the outstanding shares entitled to vote thereon and is filed in the
corporation's minute book.

        1.8  INSPECTORS OF ELECTION. The Board shall have the power to appoint
two persons (who need not be stockholders) to act as inspectors of election at
each meeting of stockholders. If there are not two inspectors present, ready and
willing to act, the chairman presiding at any meeting may appoint a temporary
inspector or inspectors to act at such meeting. No candidate for the office of
director shall act as an inspector of any election for directors.

2. BOARD OF DIRECTORS.

        2.1  NUMBER, ELECTION, ELIGIBILITY AND TERM OF DIRECTORS. The Board
shall consist of no less than three directors, except that whenever there are
less than three stockholders the number of directors may equal the number of
stockholders. Until changed by the Board or the stockholders, the number of
directors shall be three. The number of directors may be changed by resolution
of the majority of the entire Board or by vote of the holders of a majority of
the issued and outstanding stock entitled to vote, but no decrease may shorten
the term of any incumbent director. Directors shall be elected at each annual
meeting of stockholders by a plurality of the votes cast. As used in these
Bylaws, "entire Board" means the total number of directors which the
corporation would have if there were no vacancies.

        2.2  QUORUM AND MANNER OF ACTING. A majority of the directors in office
shall constitute a quorum for the transaction of business at any meeting, except
as provided in Section 2.9 of these Bylaws. Action of the Board shall be
authorized by the vote of a majority of the directors present at the time of the
vote if a quorum is present, unless otherwise provided by law, the Articles of
Organization or these Bylaws. In the absence of a quorum, a majority of the

                                        2


directors present may adjourn any meeting from time to time until a quorum is
present on notice given as provided in Section 2.7 of these Bylaws.

        2.3  ACTION BY CONFERENCE CALL, ETC. Action of the Board may be taken by
participation in a meeting by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time; participation by such means shall
constitute presence in person at the meeting.

        2.4  ACTION BY WRITTEN CONSENT. Action by the directors may be taken
without a meeting if a written consent to the action is signed by all the
directors then in office and filed in the corporation's minute book.

        2.5  ANNUAL MEETING. The annual meeting of the Board, for the election
of officers and consideration of other matters, shall be held either (a) without
notice immediately after the annual meeting of stockholders and at the same
place, or (b) as soon as practicable after the annual meeting of stockholders at
a place determined by the Board and on notice as provided in Section 2.7 of
these Bylaws.

        2.6  REGULAR AND SPECIAL MEETINGS. Except as otherwise required by law,
regular meetings of the Board may be held without notice at such times and
places as the Board determines. Special meetings of the Board may be called by
the President or by a majority of the directors then in office and shall be held
at a place and time determined by the Board and on notice as provided in Section
2.7 of these Bylaws.

        2.7  NOTICE OF MEETINGS; WAIVER OF NOTICE. Notice of the time and place
of each special meeting of the Board, and of each annual meeting not held
immediately after the annual meeting of stockholders and at the same place,
shall be mailed to each director, addressed to him at his residence or usual
place of business, at least three days before the meeting, or telegraphed to him
at such place, or delivered to him personally or by telephone, at least 48 hours
before the meeting; provided, however, that longer notice shall be given when
longer notice shall be required by law. Notice need not be given to any director
who submits a signed waiver of notice before or after the meeting, or who
attends the meeting without protesting the lack of notice to him, either before
the meeting or when it begins. Notice of any adjourned meeting need not be
given, other than by announcement at the meeting at which the adjournment is
taken.

        2.8  RESIGNATION AND REMOVAL OF DIRECTORS. Any director may resign at
any time by giving notice in writing to the President or the Clerk of the
corporation, to take effect at the time specified therein. The acceptance of
such resignation, unless required by the terms thereof, shall not be necessary
to make it effective. Any or all of the directors may be removed at any time,
either with or without cause, by vote of the holders of a majority of the issued
and outstanding stock entitled to vote or by a majority of the entire Board.

                                        3


        2.9  VACANCIES. Any vacancy in the Board, including one created by an
increase in the number of directors, may be filled for the unexpired term by a
majority vote of the remaining directors, though not a quorum.

        2.10 COMPENSATION. Directors shall receive such compensation and
reimbursement of expenses in connection with the performance of their duties as
the Board determines. A director may also be paid for serving the corporation,
its affiliates or subsidiaries in other capacities.

3. COMMITTEES.

        3.1  EXECUTIVE COMMITTEE. The Board, by resolution adopted by a majority
of the entire Board, may designate an Executive Committee, which shall have all
the authority of the Board, except as otherwise provided in such resolution or
by law, and shall serve at the pleasure of the Board. A majority of the members
of the Executive Committee shall constitute a quorum for the transaction of
business at every meeting of the Executive Committee. Vacancies in the Executive
Committee shall be filled by the Board. The Board may designate one or more
directors as alternate members of the Executive Committee, who may replace any
absent or disqualified member at any meeting of the Executive Committee. In the
absence or disqualification of any member of the Executive Committee, if no
alternate member has been designated by the Board, the member or members present
at the meeting of the Executive Committee and not disqualified, whether or not a
quorum, may, by unanimous vote, appoint another director to act at the meeting
in place of the absent or disqualified member.

        3.2  EXECUTIVE COMMITTEE MEETINGS. The Executive Committee shall adopt
rules of procedure and shall meet as provided by those rules or by resolutions
of the Board. The Executive Committee shall keep minutes of its meetings, and
all actions of the Executive Committee shall be reported to the Board at its
next meeting succeeding such action.

        3.3  OTHER COMMITTEES. The Board, by resolution adopted by a majority of
the entire Board, may designate other committees of directors, to serve at the
pleasure of the Board, with such powers and duties as the Board determines.

4. OFFICERS.

        4.1  EXECUTIVE OFFICERS. The executive officers of the corporation shall
be the President, one or more Vice Presidents (if designated by the Board), the
Clerk and the Treasurer.

        4.2  ELECTION; TERMS OF OFFICE. The executive officers of the
corporation shall be elected annually by the Board, and each such officer shall
hold office until the next annual meeting of the Board and until the election
and qualification of his successor, subject to the provisions of Section 4.4 of
these Bylaws.

                                        4


        4.3  OTHER OFFICERS. The Board or the President, subject to the control
of the Board, may appoint other officers (including Assistant Vice Presidents,
Assistant Clerks and Assistant Treasurers), agents or employees, each of whom
shall hold office for such period and have such powers and duties as the Board
or the President, subject to the control of the Board, determines. The Board may
delegate to any other executive officer or to any committee the power to appoint
and define the powers and duties of any such officers, agents or employees.

        4.4  RESIGNATION AND REMOVAL OF OFFICERS. Any officer may resign at
any time by giving written notice to the President or the Clerk of the
corporation, to take effect at the time specified therein. The acceptance of
such resignation, unless required by the terms hereof, shall not be necessary to
make it effective. Any executive officer may be removed at any time, either with
or without cause, by a majority of the entire Board. Any other officer may be
removed at any time, either with or without cause, by the Board, or by the
committee or executive officer who appointed him.

        4.5  VACANCIES. A vacancy in any office may be filled for the unexpired
term in the manner prescribed in Sections 4.2 or 4.3 of these Bylaws for
election or appointment to the office.

        4.6  THE PRESIDENT. The President shall be the chief executive officer
of the corporation and shall preside at all meetings of the Board and of the
stockholders. Subject to the control of the Board, the President shall have
general supervision over the business of the corporation and shall have such
other powers and duties as presidents of corporations usually have or as the
Board assigns to him. The President need not be a director.

        4.7  VICE PRESIDENTS. Each Vice President shall have such designation as
the Board may determine and such powers and duties as the Board or the
President, subject to the control of the Board, assigns him. In the absence of
the President, the Vice Presidents, if any, in order of their seniority (unless
otherwise designated by the Board), shall act in the President's place.

        4.8  THE CLERK. The Clerk shall be the secretary of, and keep the
minutes of, all meetings of the Board and of the stockholders, shall be
responsible for giving notice of all meetings of stockholders and of the Board,
shall keep the seal and shall affix it to any instrument when so authorized by
the Board and shall have such other powers and duties as the Board or the
President, subject to the control of the Board, assigns him. In the absence of
the Clerk from any meeting, the minutes shall be kept by the person appointed
for that purpose by the presiding officer. The Clerk shall be a resident of
Massachusetts unless the corporation has a resident agent appointed for the
service of process.

        4.9  THE TREASURER. The Treasurer shall be the chief financial officer
of the corporation, shall have charge of the corporation's books and accounts,
shall have charge of and be responsible for all funds, securities, receipts and
disbursements of the corporation and shall have

                                        5


such other powers and duties as treasurers of corporations usually have or as
the Board or the President, subject to the control of the Board, assigns him.

5. SHARES.

        5.1  CERTIFICATES. The shares of the corporation shall be represented by
certificates in the form approved by the Board.

        5.2  TRANSFER AGENTS AND REGISTRARS: SIGNATURES. The corporation may
have one or more transfer agents and one or more registrars of its shares, whose
respective duties shall be defined by the Board. The transfer agent may also be
designated as registrar. Each certificate of stock shall be signed by the
President or a Vice President and by the Treasurer or an Assistant Treasurer,
but when a certificate is countersigned by a transfer agent or a registrar
(other than a director, officer or employee of the corporation) such signatures
may be facsimiles.

        5.3  TRANSFERS. Shares shall be transferable only on the corporation's
books (which may be maintained by the transfer agent and registrar), upon
surrender of the certificate for the shares properly endorsed.

6. MISCELLANEOUS.

        6.1  SEAL. The Board shall adopt a corporate seal, which shall be in the
form of a circle and shall bear the corporation's name, the year in which it was
incorporated and the words "Corporate Seal" and "Massachusetts."

        6.2  FISCAL YEAR. The Board may determine the corporation's fiscal
year.

        6.3  VOTING OF SHARES IN OTHER CORPORATIONS. Shares in other
corporations which are held by the corporation may be represented and voted by
the President or a Vice President or by proxy or proxies appointed by one of
them. The Board may, however, appoint some other person to vote the shares.

        6.4  AMENDMENTS. Bylaws may be amended, repealed or adopted by the
stockholders or, to the extent permitted by the Articles of Organization, by a
majority of the entire Board, but any Bylaw adopted by the Board may be amended
or repealed by the stockholders. If the directors amend, repeal or adopt a
Bylaw, notice of the substance of such action shall be given to all stockholders
entitled to vote prior to or along with the notice of the next stockholders'
meeting following such action.

                                        6



                                                                    Exhibit 3.82

                                 STATE OF MAINE

[STATE OF MAINE LOGO]

                      DEPARTMENT OF THE SECRETARY OF STATE

     I, THE SECRETARY OF STATE OF MAINE, CERTIFY that according to the
provisions of the Constitution and Laws of the State of Maine, the Department of
the Secretary of State is the legal custodian of the Great Seal of the State of
Maine which is hereunto affixed and that the paper to which this is attached is
a true copy from the records of this Department.

[SEAL]

                                         IN TESTIMONY WHEREOF, I have caused the
                                         Great Seal of the State of Maine to be
                                         hereunto affixed. Given under my hand
                                         at Augusta, Maine, June 17, 2002.

                                                     /s/ Dan Gwadosky
                                         ---------------------------------------
                                                       DAN GWADOSKY
                                                    SECRETARY OF STATE



Filing Fee $20.00 plus fee

19750306     D   10 11 1974

                                 STATE OF MAINE

1910000108852    ARTI       ARTICLES OF INCORPORATION

                                       OF

                 Sawyer Environmental Recovery Facilities, Inc.
                             (insert corporate name)

Fee Paid $10. & $20.                                       This Space For Use By
                                                            Secretary of State
C.B. -------                                                      MAINE
                                                            SECRETARY OF STATE
Date 10-11-74                                                     FILED
            2
                                                             October 11, 1974

                                                            /s/ Joseph J. Edgar
                                                           ---------------------
                                                            Secretary of State
                                                                   AGENT

  Pursuant to 13-A MRSA Section 403, the undersigned, acting as incorporator(s)
of a corporation, adopt(s) the following Articles of Incorporation:

     FIRST:  The name of the corporation is Sawyer Environmental Recovery
             Facilities, Inc. and it is located in the municipality of
             Bangor, Maine.
     SECOND: The name of its Clerk and the address of its registered office
             shall be:

             Name Edward Cohen

             Street & Number 96 Harlow Street

             City Bangor, Maine  04401

     THIRD:  ("X" one box only)

/X/  a.      The number of directors constituting the initial board of directors
             of the corporation is 2
             There are presently 2 shareholders.
     b.      If the initial directors have been selected, the names and
             addresses of the persons who are to serve as directors until the
             first annual meeting of the shareholders or until their
             successors are elected and shall qualify are:

          NAME                                       ADDRESS

Waldron E. Sawyer, Sr.                          420 French Street
                                                Bangor, Maine 04401

Waldron E. Sawyer, Jr.                          125 Grant Street
                                                Bangor, Maine 04401

/ /  There shall be no directors initially; the shares of the corporation will
     not be sold to more than twenty (20) persons; the business of the
     corporation will be managed by the shareholders.

     FOURTH: ("X" one box only)

             The board of directors is /X/ is not / / authorized to increase or
             decrease the number of directors.

             If the board is so authorized, the minimum number, if any, shall
             be 2 directors, provided that there are less than 3 shareholders

             and the maximum number, if any, shall be 5 directors.



     FIFTH:  ("X" one box only)

        /X/  There shall be only one class of shares:
                   Par value of each share (if none, so state) $100.00

                   Number of shares authorized 1000

        / /  There shall be two or more classes of shares

             The information required by Section 403 concerning each such class
             is set out in Exhibit _______ attached hereto and made a part
             hereof

                                     SUMMARY

The aggregate par value of all authorized shares (of all classes) HAVING A PAR
VALUE is $100,000.00

The total number of authorized shares (of all classes) WITHOUT PAR VALUE is
______ shares.

     SIXTH:  ("X" one box only)

             Meetings of the shareholders may / / may not /X/ be held outside
             the State of Maine.

     SEVENTH: Other provisions of these articles, if any, including provisions
for the regulation of the internal affairs of the corporation, are set out in
Exhibit _______ attached hereto, and made a part hereof.

     Dated: October 7, 1974

          INCORPORATORS                              RESIDENCE ADDRESSES

  /s/ Waldron E. Sawyer, Sr.                    Street   420 French Street
- ---------------------------------                     --------------------------

    Waldron E. Sawyer, Sr.                             Bangor, Maine 04401
- ---------------------------------               --------------------------------
      (type or print name)                         (city, state and zip code)

  /s/ Waldron E. Sawyer, Jr.                    Street   125 Grant Street
- ---------------------------------                     --------------------------

    Waldron E. Sawyer, Jr.                             Bangor, Maine 04401
- ---------------------------------               --------------------------------
      (type or print name)                         (city, state and zip code)

                                                Street
- ---------------------------------                     --------------------------

- ---------------------------------               --------------------------------
      (type or print name)                         (city, state and zip code)

FOR CORPORATE INCORPORATORS

                                                Street
- ---------------------------------                     --------------------------

By
  -------------------------------               --------------------------------
                                                   (city, state and zip code)

- ---------------------------------
(type or print name and capacity)

     Articles are to be executed as follows:

     If a corporation is an incorporator (Section 402), the name of the
     corporation should be typed and signed on its behalf by an officer of the
     corporation. The address of the principal place of business of the
     incorporator corporation should be given. The articles of incorporation
     must be accompanied by a certificate of an appropriate officer of the
     corporation certifying that the person executing the articles on behalf of
     the corporation was duly authorized to do so.

FORM NO. MBCA-6


19750306    D    10 19 1983

                                 STATE OF MAINE

                               CHANGE OF CLERK or
1910000108848    CLRO       REGISTERED OFFICE or BOTH
                                       OF

                 Sawyer Environmental Recovery Facilities, Inc.

Fee Paid $5.00                                             This Space For Use By
                                                            Secretary of State
C.B. 840389C                                                      MAINE
                                                            SECRETARY OF STATE
Date 10-25-83                                                     FILED

            1                                                October 19, 1983

                                                            /s/ [ILLEGIBLE]
                                                           ---------------------
                                                            Secretary of State
                                                                  AGENT

Pursuant to 13-A MRSA Section 304 the undersigned corporation advises you of the
following change(s):

     FIRST:  The name and business address of its present clerk are
Edward Cohen, 96 Harlow Street, Bangor, Maine 04401.
- --------------------------------------------------------------------------------
                       (street, city, state and zip code)

     SECOND: The name and business address of its successor clerk* are
Stuart M. Cohen, 22 State Street, P.O. Box 631, Bangor, Maine 04401.
- --------------------------------------------------------------------------------
                       (street, city, state and zip code)

     THIRD:  Upon a change in clerk this must be completed:

             / /   Such change was authorized by the board of directors and
                   the power to make such change is not reserved to the
                   shareholders by the articles or the bylaws.

             /X/   Such change was authorized by the shareholders. (Complete
                   the following)

                        I certify that I have custody of the minutes showing
                        the above action by the shareholders.

                                           /s/ Stuart M. Cohen
                                   ---------------------------------------------
                                       (clerk, secretary or assistant secretary)

     Dated:  October 18, 1983

                                  Sawyer Environmental Recovery Facilities, Inc.
                                  ---------------------------------------------
                                              (name of corporation)

     Legibly Print or type name    By   /s/ Stuart M. Cohen
     and capacity of all signers     -------------------------------------------
     13-A MRSA Section 104.        Stuart M. Cohen - Clerk
                                   ---------------------------------------------
                                         (type or print name and capacity)

                                   By
                                     -------------------------------------------

                                   ---------------------------------------------
                                         (type or print name and capacity)

- ----------
     *  The clerk of a domestic corporation must be a person resident in Maine.
        The business address of the clerk and the registered office must be
        identical.
     ** The name of the corporation should be typed, and the document must be
        signed by (1) the Clerk OR (2) by the President or a vice-president and
        by the Secretary or an assistant secretary or such other officer as the
        bylaws may designate as a second certifying officer or (3) if there are
        no such officers, then by a majority of the directors or by such
        directors as may be designated by a majority of directors then in office
        or (4) if there are no such directors, then by the holders, or such of
        them as may be designated by the holders, of record of a majority of all
        outstanding shares entitled to vote thereon or (5) by the holders of all
        of the outstanding shares of the corporation.

FORM NO. MBCA-3



19750306    D    10 19 1987

1910000108847    CHNG

                                 STATE OF MAINE

                              ARTICLES OF AMENDMENT
                           (AMENDMENT BY SHAREHOLDERS
                              VOTING AS ONE CLASS)

           Pursuant to 13-A MRSA Sections 805 and 807, the undersigned
                 corporation adopts these Articles of Amendment:

Fee Paid $10.00                                    For Use By Secretary of State
                                                              FILED
C.B. -------                                             October 19, 1987

Date DEC 28 1987                                          /s/ [ILLEGIBLE]
                                                   -----------------------------
                                                     Deputy Secretary of State

                                                   =============================
                                                     A True Copy When Attested
                                                           By Signature

                                                   -----------------------------
                                                     Deputy Secretary of State

     FIRST:  All outstanding shares were entitled to vote on the following
             amendment as ONE class.

     SECOND: The amendment set out in Exhibit A attached was adopted by the
             shareholders (Circle one)

             A.   at a meeting legally called and held on, OR October 16, 1987.
             B.   by unanimous written consent on

     THIRD:  Shares outstanding and entitled to vote and shares voted for and
             against said amendment were:




               Number of Shares Outstanding               NUMBER                             NUMBER
                 and Entitled to Vote                   Voted For                       Voted Against
              -----------------------------          ------------------                 -------------
                                                                                         
                         8                                  8                                  0



     FOURTH: If such amendment provides for exchange, reclassification or
             cancellation of issued shares, the manner in which this shall be
             effected is contained in Exhibit B attached if it is not set forth
             in the amendment itself.

     FIFTH:  (Complete if Exhibits do not give this information.) If the
             amendment changes the number or par values of authorized shares,
             the number of shares the corporation has authority to issue
             thereafter, is as follows:




             Class     Series (If Any)     Number of Shares      Par Value (If Any)
             -----     ---------------     ----------------      ------------------
                                                        



             The aggregate par value of all such shares (of all classes and
             series) HAVING PAR VALUE is $_______________.
             The total number of all such shares (of all classes and series)
             WITHOUT PAR VALUE is _____________shares.

     SIXTH:  Address of the registered office in Maine:
                                22 State Street, P.O. Box 631, Bangor, ME 04401
                                ------------------------------------------------
                                        (street, city and zip code)

                                  Sawyer Environmental Recovery Facilities, Inc.
MUST BE COMPLETED FOR VOTE OF     ----------------------------------------------
        SHAREHOLDERS                (Name of Corporation - Typed or Printed)

I certify that I have custody     By*  /s/ Stuart M. Cohen
of the minutes showing the            ------------------------------------------
above action by the                               (signature)
shareholders.

 /s/ Stuart M. Cohen               Stuart M. Cohen, Clerk
- --------------------------------  ----------------------------------------------
(signature of clerk)                    (type or print name and capacity)

                                  By*
                                     -------------------------------------------
                                                  (signature)

Date: October 16, 1987            ----------------------------------------------
                                       (type or print name and capacity)

* In addition to any certification of custody of minutes this document MUST be
  signed by (1) the CLERK OR (2) the PRESIDENT or a vice-president AND the
  SECRETARY, an assistant secretary or other officer the bylaws designate as
  second certifying officer OR (3) if no such officers, a majority of the
  DIRECTORS or such directors designated by a majority of directors then in
  office OR (4) if no directors, the holders, or such of them as designated by
  the HOLDERS, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to
  vote thereon OR (5) the HOLDERS OF ALL OUTSTANDING SHARES.

NOTE: This form should not be used if any class of shares is entitled to vote as
a separate class for any of the reasons set out in Section 806, or because the
articles so provide. For vote necessary for adoption see Section 805.

FORM NO. MBCA-9 Rev. 80



                                    EXHIBIT A

     All of the shareholders of Sawyer Environmental Recovery Facilities, Inc.,
consent to the change of Articles of Incorporation by amendment thereof by
changing the number of Directors as indicated in the Articles of Incorporation
dated October 7, 1974, recorded in File No. 75D306, of the records of the
Secretary of State and attested to by Joseph T. Edgar, Secretary of State, from
a minimum number of two Directors and a maximum number of five Directors to the
minimum number of three Directors, except that if all shares of the corporation
are owned beneficially and of record by fewer than three Shareholders, the
number of Directors may be less than three but not less than the number of
Shareholders, and the maximum number of Directors shall be nine Directors with
the Shareholders or the Board of Directors maintaining authority to increase and
decrease the number of Directors hereafter.

     Dated:  October 20, 1987



                               CLERK'S CERTIFICATE
                 SAWYER ENVIRONMENTAL RECOVERY FACILITIES, INC.

File No  19750306D                                               MAINE
Fee Paid $10.00                                            SECRETARY OF STATE
C.B.___________                                                  FILED
Date  MAR 24 1989                                          February 21, 1989
            1
                                                            /s/ [ILLEGIBLE]
                                                         -----------------------
                                                            Secretary of State
                                                                  AGENT

     The undersigned, being the Clerk of Sawyer Environmental Recovery
Facilities, Inc., hereby certifies that the following resolution was duly
adopted by the Board of Directors on February 13, 1989, and that said resolution
has not been modified or rescinded and is still in full force and effect on the
date hereof.

     "RESOLVED: That Sawyer Environmental Recovery Facilities, Inc. authorize
the use of the name Sawyer Environmental Recycling Company to a corporation to
be known as Sawyer Environmental Recycling Company, and the clerk of Sawyer
Environmental Recycling Facilities, Inc. be and hereby is authorized to file
with the Secretary of State, State of Maine, all forms necessary to accomplish
the purposes of this resolution, including proof of this resolution adopted by
the Board of Directors of Sawyer Environmental Recovery Facilities, Inc."

     The undersigned does hereby further certify that he has custody of the
records of all proceedings of the Board of Directors and that if the foregoing
action was taken by unanimous written consent, such written consent is filed
with the minutes of Directors' meetings kept by him.

     IN WITNESS WHEREOF, the undersigned has executed this certificate and
caused the corporate seal of the above-named corporation to be hereunto affixed
this 13th day of February, 1989.


                                                    /s/ Stuart M. Cohen
                                        ----------------------------------------
                                                          Clerk

                                               Stuart M. Cohen

[SEAL]

STATE OF MAINE
                                                               February 13, 1989
PENOBSCOT, ss.

     Personally appeared the above-named Stuart M. Cohen, Clerk of the above-
named corporation, and made oath that the foregoing certificate by him
subscribed is true. Before me,

Registered office:                              /s/ Sharon L. Hutchinson
22 State Street                         ----------------------------------------
PO Box 631                                           Notary Public
Bangor, Me 04401

                                                  SHARON L. HUTCHINSON
                                             Notary Public - State of Maine
                                         My Commission Expires January 22, 1995

                                                     19750306    D    02 21 1989

                                                     1910000108846    RESO



                                                   File No. 19750306  D Pages 1
                                                   FEE PAID $   20.00
                                                   DCN  1960181400006   CLRO
                                                   -----------FILED------------
                                                        01/16/1996

                                 STATE OF MAINE

                               CHANGE OF CLERK OR
                            REGISTERED OFFICE OR BOTH

Filing Fee $20.00

    For Use By The
  Secretary of State

File No. ............                                   /s/ Gary Cooper
                                                     ---------------------------
Fee Paid ............                                 Deputy Secretary of State

C.B. ................                                 A True Copy When Attested
                                                             By Signature

Date ................                                ---------------------------
                                                      Deputy Secretary of State


                Pursuant to 13-A MRSA Section 304 the undersigned
                corporation advises you of the following change(s):

     FIRST:  The name and registered office of the clerk appearing on the record
             in Secretary of State's office

               Stuart M. Cohen
             -------------------------------------------------------------------
               22 State Street, P.O. Box 631, Bangor, Maine 04401
             -------------------------------------------------------------------
                        (street, city, state and zip code)

     SECOND: The name and physical location of the registered office of the
             successor (new) clerk, who must be a Maine resident, are:

               Nathan Dane III
             -------------------------------------------------------------------
                                        (name)
               205 French Street, Suite 1, Bangor, Maine 04401-5094
             -------------------------------------------------------------------
                (street address (not P.O. Box), city, state and zip code)

             -------------------------------------------------------------------
                        (mailing address if different from above)

     THIRD:  Upon a change in clerk this must be completed:

             /X/   Such change was authorized by the board of directors and
                   the power to make such change is not reserved to the
                   shareholders by the articles or the bylaws.

             / /   Such change was authorized by the shareholders. (Complete
                   the following)

               I certify that I have custody of the minutes showing the above
               action of the shareholders.

                                            /s/ Nathan Dane
                      ----------------------------------------------------------
                      (Signature of new clerk, secretary or assistant secretary)

                                  Sawyer Environmental Recovery Facilities, Inc.
Dated: January 1, 1996            ----------------------------------------------
                                             (Name of Corporation)

                                  By /s/ J.W. Bohlig
                                     -------------------------------------------
                                                   (signature)

                                       J. W. Bohlig  President
                                     -------------------------------------------
                                         (type or print name and capacity)

                                  By
                                     ------------------------------------------
                                                   (signature)

                                     -------------------------------------------
                                         (type or print name and capacity)

This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY, an assistant secretary or other officer the
bylaws designate as second certifying officer OR (3) if no such officers, a
majority of the DIRECTORS or such directors designated by a majority of
directors then in office OR (4) if no directors, the holders, of such of them
designated by the HOLDERS, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES
entitled to vote thereon OR (5) the HOLDERS OF ALL OUTSTANDING SHARES.

FORM NO. MBCA-3 Rev.90            SUBMIT COMPLETED FORMS TO: Secretary of State,
                                  Station 101, Augusta, Maine 04333



                                                   File No. 19750306  D Pages 1
                                                   FEE PAID $   20.00
                                                   DCN  1961031400039   CLRO
                                                   -----------FILED------------
                                                        04/04/1996

                                 STATE OF MAINE

                               CHANGE OF CLERK OR
                            REGISTERED OFFICE OR BOTH

Filing Fee $20.00

    For Use By The
  Secretary of State

File No. ............                                   /s/ Gary Cooper
                                                     ---------------------------
Fee Paid ............                                 Deputy Secretary of State

C.B. ................                                 A True Copy When Attested
                                                             By Signature

Date ................                                ---------------------------
                                                      Deputy Secretary of State

                Pursuant to 13-A MRSA Section 304 the undersigned
               corporation advises you of the following change(s):


     FIRST:  The name and registered office of the clerk appearing on the record
             in Secretary of State's office

               Nathan Dane III
             -------------------------------------------------------------------
               205 French Street, Suite 1, Bangor, Maine 04401-5094
             -------------------------------------------------------------------
                           (street, city, state and zip code)

     SECOND: The name and physical location of the registered office of the
             successor (new) clerk, who must be a Maine resident, are:

               Bruce A. Coggeshall
             -------------------------------------------------------------------
                                        (name)

               One Monument Square, Portland, Maine 04101
             -------------------------------------------------------------------
                  (street address (not P.O. Box), city, state and zip code)

             -------------------------------------------------------------------
                          (mailing address if different from above)

     THIRD:  Upon a change in clerk this must be completed:

             /X/   Such change was authorized by the board of directors and the
                   power to make such change is not reserved to the
                   shareholders by the articles or the bylaws.

             / /   Such change was authorized by the shareholders. (Complete the
                   following)

               I certify that I have custody of the minutes showing the above
               action of the shareholders.

                      ----------------------------------------------------------
                      (signature of new clerk, secretary or assistant secretary)

                                  SAWYER ENVIRONMENTAL RECOVERY FACILITIES, INC.
Dated:  March 28, 1996            ----------------------------------------------
                                             (Name of Corporation)

                                  By          /s/ Bruce A. Coggeshall
                                     -------------------------------------------
                                                   (signature)

                                            Bruce A. Coggeshall, Clerk
                                     -------------------------------------------
                                         (type or print name and capacity)

                                  By
                                    --------------------------------------------
                                                   (signature)

                                     -------------------------------------------
                                         (type or print name and capacity)

This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY, an assistant secretary or other officer the
bylaws designate as second certifying officer OR (3) if no such officers, a
majority of the DIRECTORS or such directors designated by a majority of
directors then in office OR (4) if no directors, the holders, or such of them
designated by the HOLDERS, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES
entitled to vote thereon OR (5) the HOLDERS OF ALL OUTSTANDING SHARES.

FORM NO. MBCA-3 Rev.90            SUBMIT COMPLETED FORMS TO: Secretary of State,
                                  Station 101, Augusta, Maine 04333


                                                Filing Fee $20.00

                                                     File No. 20010375RD Pages 1
  BUSINESS CORPORATION                               Fee Paid $ 20
                                                     DCN   2010751300003 RESV
    STATE OF MAINE                                   ------FILED----------------
                                                       03/15/2001

    APPLICATION FOR                                      /s/ Julie L. Flynn
  RESERVATION OF NAME                                ---------------------------
                                                      Deputy Secretary of State

                                          A True Copy When Attested By Signature

                                                     ---------------------------
                                                      Deputy Secretary of State

Pursuant to 13-A MRSA Section 302.2, the undersigned hereby applies to the
Secretary of State of Maine to reserve for a period of 120 days from the date of
filing this application the following corporate name:

                               Pine Tree Landfill
- --------------------------------------------------------------------------------
                             (Name to be reserved)

Name of applicant CT Corporation System
                  -------------------------------------------------------------

State whether applicant is an individual, foreign or domestic corporation
foreign corporation
- -------------------------------------------------------------------------------

Address of applicant 101 Federal Street, Boston, MA 02110
                     -----------------------------------------------------------
                       (if a corporation, use address of principal or registered
                       office indicating street, city, state and zip code)

APPLICANT                                    DATED
                                                  ------------------------

- ----------------------------------        --------------------------------------
      (individual must sign)                       (type or print name)

* FOR AN APPLICANT WHICH IS A CORPORATION    DATED 3/13/2001

/s/ Amy Berteletti                   Amy Berteletti, Special Assistant Secretary
- ----------------------------------   -------------------------------------------
         (signature)                         (type or print - and capacity)

- ----------------------------------        --------------------------------------
         (signature)                         (type or print name and capacity)

- -    RESERVATIONS MAY BE MADE ONLY IF THE APPLICANT INTENDS TO USE THE NAME AS A
     CORPORATE NAME AND MAY NOT BE RENEWED

- -    THE SECRETARY OF STATE WILL NOT ACT AS AN AGENT BY HOLDING APPLICATIONS FOR
     FILING UPON EXPIRATION OF AN EXISTING RESERVATION. TIMELY FILING IS THE
     RESPONSIBILITY OF THE APPLICANT.

- -    THIS APPLICATION SERVES ONLY AS A RESERVATION OF THE RIGHT TO THE USE OF A
     NAME. ACTUAL USE OF THE NAME IS NOT RECOMMENDED UNTIL THE PURPOSE FOR WHICH
     THE NAME IS RESERVED IS COMPLETED.

* If the applicant is a domestic corporation, this document MUST be signed by
     (1)  the CLERK OR
     (2)  the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't.
          sec., or a 2nd certifying officer OR
     (3)  if no such officers, then a majority of the DIRECTORS OR
     (4)  if no such directors, then the HOLDERS OF A MAJORITY OF ALL
          OUTSTANDING SHARES OR
     (5)  the HOLDERS OF ALL OF THE OUTSTANDING SHARES.

*If the applicant is a foreign corporation, this document MUST be signed by any
duly authorized individual.

     SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                                 TEL. (207) 297-4195
FORM NO. MBCA-1 Rev. 8/2000

                                                Filing Fee $20.00

                                                     File No. 20010376RD Pages 1
  BUSINESS CORPORATION                               Fee Paid $ 20
                                                     DCN   2010751300004 RESV
    STATE OF MAINE                                   ------FILED----------------
                                                       03/15/2001

    APPLICATION FOR                                      /s/ Julie L. Flynn
  RESERVATION OF NAME                                ---------------------------
                                                      Deputy Secretary of State

                                          A True Copy When Attested By Signature

                                                     ---------------------------
                                                      Deputy Secretary of State

Pursuant to 13-A MRSA Section 302.2, the undersigned hereby applies to the
Secretary of State of Maine to reserve for a period of 120 days from the date of
filing this application the following corporate name:

                     New England Waste Services of ME, Inc.
- --------------------------------------------------------------------------------
                             (Name to be reserved)

Name of applicant CT Corporation System
                  --------------------------------------------------------------

State whether applicant is an individual, foreign or domestic corporation
foreign corporation
- --------------------------------------------------------------------------------

Address of applicant 101 Federal Street, Boston, MA 02110
                     -----------------------------------------------------------
                       (if a corporation, use address of principal or registered
                       office indicating street, city, state and zip code)

APPLICANT                                    DATED
                                                  -------------------------

- ----------------------------------        --------------------------------------
      (individual must sign)                       (type or print name)

* FOR AN APPLICANT WHICH IS A CORPORATION    DATED 3/13/2001

/s/ Amy Berteletti                   Amy Berteletti, Special Assistant Secretary
- ----------------------------------   -------------------------------------------
         (signature)                         (type or print - and capacity)

- ----------------------------------        --------------------------------------
         (signature)                         (type or print name and capacity)

- -    RESERVATIONS MAY BE MADE ONLY IF THE APPLICANT INTENDS TO USE THE NAME AS A
     CORPORATE NAME AND MAY NOT BE RENEWED

- -    THE SECRETARY OF STATE WILL NOT ACT AS AN AGENT BY HOLDING APPLICATIONS FOR
     FILING UPON EXPIRATION OF AN EXISTING RESERVATION. TIMELY FILING IS THE
     RESPONSIBILITY OF THE APPLICANT.

- -    THIS APPLICATION SERVES ONLY AS A RESERVATION OF THE RIGHT TO THE USE OF A
     NAME. ACTUAL USE OF THE NAME IS NOT RECOMMENDED UNTIL THE PURPOSE FOR WHICH
     THE NAME IS RESERVED IS COMPLETED.

* If the applicant is a domestic corporation, this document MUST be signed by
     (1)  the CLERK OR
     (2)  the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't.
          sec., or a 2nd certifying officer OR
     (3)  if no such officers, then a majority of the DIRECTORS OR
     (4)  if no such directors, then the HOLDERS OF A MAJORITY OF ALL
          OUTSTANDING SHARES OR
     (5)  the HOLDERS OF ALL OF THE OUTSTANDING SHARES.
* If the applicant is a foreign corporation, this document MUST be signed by any
duly authorized individual.

     SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                            TEL. (207) 297-4195

FORM NO. MBCA-1  Rev. 8/2000


                                                Filing Fee $20.00

                                                     File No. 20010402RD Pages 1
  BUSINESS CORPORATION                               Fee Paid $ 20
                                                     DCN   2011081800044 RESV
    STATE OF MAINE                                   ------FILED----------------
                                                     04/18/2001

    APPLICATION FOR                                      /s/ Julie L. Flynn
  RESERVATION OF NAME                                ---------------------------
                                                      Deputy Secretary of State

                                          A True Copy When Attested By Signature

                                                     ---------------------------
                                                      Deputy Secretary of State

Pursuant to 13-A MRSA Section 302.2, the undersigned hereby applies to the
Secretary of State of Maine to reserve for a period of 120 days from the date of
filing this application the following corporate name:

                              New England Organics
- -------------------------------------------------------------------------------
                             (Name to be reserved)

Name of applicant CT Corporation System
                  -------------------------------------------------------------

State whether applicant is an individual, foreign or domestic corporation
foreign corporation
- -------------------------------------------------------------------------------

Address of applicant 101 Federal Street, Boston, MA 02110
                     -----------------------------------------------------------
                       (if a corporation, use address of principal or registered
                       office indicating street, city, state and zip code)

APPLICANT                                 DATED
                                               -----------------------------

- ----------------------------------        --------------------------------------
      (individual must sign)                       (type or print name)

* FOR AN APPLICANT WHICH IS A CORPORATION    DATED 4/17/2001

/s/ Amy Berteletti                   Amy Berteletti, Spec. Asst. Secretary
- ----------------------------------   -------------------------------------------
         (signature)                         (type or print - and capacity)

- ----------------------------------   -------------------------------------------
         (signature)                         (type or print name and capacity)

- -    RESERVATIONS MAY BE MADE ONLY IF THE APPLICANT INTENDS TO USE THE NAME AS A
     CORPORATE NAME AND MAY NOT BE RENEWED

- -    THE SECRETARY OF STATE WILL NOT ACT AS AN AGENT BY HOLDING APPLICATIONS FOR
     FILING UPON EXPIRATION OF AN EXISTING RESERVATION. TIMELY FILING IS THE
     RESPONSIBILITY OF THE APPLICANT.

- -    THIS APPLICATION SERVES ONLY AS A RESERVATION OF THE RIGHT TO THE USE OF A
     NAME. ACTUAL USE OF THE NAME IS NOT RECOMMENDED UNTIL THE PURPOSE FOR WHICH
     THE NAME IS RESERVED IS COMPLETED.

* If the applicant is a domestic corporation, this document MUST be signed by
     (1)  the CLERK OR
     (2)  the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't.
          sec., or a 2nd certifying officer OR
     (3)  if no such officers, then a majority of the DIRECTORS OR
     (4)  if no such directors, then the HOLDERS OF A MAJORITY OF ALL
          OUTSTANDING SHARES OR
     (5)  the HOLDERS OF ALL OF THE OUTSTANDING SHARES.
*If the applicant is a foreign corporation, this document MUST be signed by any
duly authorized individual.

     SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                              TEL. (207) 297-4195

FORM NO. MBCA-1 Rev. 8/2000



                                                Filing Fee $20.00

       DOMESTIC                                      File No. 19750306 D Pages 2
  BUSINESS CORPORATION                               Fee Paid $ 20
                                                     DCN   2011171500018 CLRO
    STATE OF MAINE                                   ------FILED----------------
                                                     04/27/2001

CHANGE OF CLERK ONLY OR CHANGE                            /s/ Julie L. Flynn
OF CLERK AND REGISTERED OFFICE                       ---------------------------
                                                      Deputy Secretary of State

                                          A True Copy When Attested By Signature

                                                     ---------------------------
                                                      Deputy Secretary of State

Sawyer Environmental Recovery Facilities, Inc.
- --------------------------------------------------------------------------------
                             (Name of Corporation)

Pursuant to 13-A MRSA Section 304, the undersigned corporation executes and
delivers for filing the following change(s):


FIRST:  The name and registered office of the clerk appearing on the record
        in the Secretary of State's office:

                               Bruce A. Coggeshall
        -------------------------------------------------------------------
                                     (name)

                   One Monument Square, Portland, Maine 04101
        -------------------------------------------------------------------
                       (street, city, state and zip code)

SECOND: The name and registered office of the successor (new) clerk, who
        must be a Maine resident:

                                Peter B. Webster
        -------------------------------------------------------------------
                                     (name)

                   One Portland Square, Portland, Maine 04101
        -------------------------------------------------------------------
        (physical location - street (not P.O Box), city, state and zip code)

        -------------------------------------------------------------------
                    (mailing address if different from above)

THIRD:  Upon a change in clerk this must be completed:

               /X/ Such change was authorized by the board of directors and the
                   power to make such change is not reserved to the
                   shareholders by the articles or the bylaws.

               / / Such change was authorized by the shareholders.



Dated:  March 30, 2001                      *By /s/ James W. Bohlig
                                                --------------------------------
                                                          (signature)

                                                    James W. Bohlig, President
                                                --------------------------------
     MUST BE COMPLETED FOR VOTE                (type or print name and capacity)
         OF SHAREHOLDERS
- -------------------------------------       *By /s/ John W. Casella
I certify that I have custody of the            --------------------------------
 minutes showing the above action by the                  (signature)
          shareholders.
                                                    John W. Casella, Secretary
                                                --------------------------------
                                               (type or print name and capacity)
- -------------------------------------
  (signature of clerk, secretary or
   asst. secretary)


THE FOLLOWING SHALL BE COMPLETED BY THE CLERK UNLESS THIS DOCUMENT IS
ACCOMPANIED BY FORM MBCA-18A (Section 304.2-A.).

The undersigned hereby accepts the appointment as clerk for the above-named
domestic business corporation.

CLERK                                            DATED April 19, 2001

/s/ Peter B. Webster                        Peter B. Webster
- -------------------------------------     --------------------------------------
            (signature)                             (type or print name)


* This document MUST be signed by
          (1)  the NEW CLERK OR
          (2)  the PRESIDENT or a vice-pres. together with the SECRETARY or an
               ass't. sec., or a 2nd certifying officer OR
          (3)  if no such officers, then a majority of the DIRECTORS OR
          (4)  if no such directors, then the HOLDERS OF A MAJORITY OF ALL
               OUTSTANDING SHARES OR
          (5)  the HOLDERS OF ALL OF THE OUTSTANDING SHARES.

          SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF
                          STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                             TEL. (207) 287-4195

FORM NO. MBCA-3 Rev. 7/2000



                                                    Minimum Fee $35 (See
                                                    Section 1401 sub-Section 15)
        DOMESTIC                                    File No. 19750306 D Pages 4
  BUSINESS CORPORATION                              Fee Paid $35
                                                    DCN    2011171500020 LNME
    STATE OF MAINE                                   ------FILED----------------
                                                     04/27/2001

ARTICLES OF AMENDMENT                                    /s/ Julie L. Flynn
                                                    -------------------------
(Shareholders Voting as One Class)                  Deputy Secretary of State

                                          A True Copy When Attested By Signature

                                                    ---------------------------
                                                     Deputy Secretary of State

Sawyer Environmental Recovery Facilities, Inc.
- ----------------------------------------------------
             (Name of Corporation)

Pursuant to 13-A MRSA Sections 805 and 807, the undersigned corporation adopts
these Articles of Amendment:

FIRST:  All outstanding shares were entitled to vote on the following amendment
        as ONE class.

SECOND: The amendment set out in Exhibit A attached was adopted by the
        shareholders on (date) March 30, 2001 ("X" one box only)

          / / at a meeting legally called and held  OR

          /X/ by unanimous written consent

THIRD:  Shares outstanding and entitled to vote and shares voted for and against
        said amendment were:



              Number of Shares Outstanding       NUMBER          NUMBER
                  and Entitled to Vote         Voted For     Voted Against
             -----------------------------    -----------    --------------
                                                        
                     Eight (8)                 Eight (8)       Zero (0)


FOURTH: If such amendment provides for exchange, reclassification or
        cancellation of issued shares, the manner in which this shall be
        effected is contained in Exhibit B attached if it is not set forth in
        the amendment itself.

FIFTH:  If the amendment changes the number of par values of authorized shares,
        the number of shares the corporation has authority to issue thereafter,
        is as follows:



             Class    Series (If Any)     Number of Shares    Par Value (If Any)
             ------   ---------------     ----------------    -----------------
                                                     




             The aggregate par value of all such shares (of all classes and
             series) HAVING PAR VALUE is $___________________

             The total number of all such shares (of all classes and series)
             WITHOUT PAR VALUE is _________________shares



                                    EXHIBIT A


     RESOLVED: That the sole shareholder hereby approves and adopts the
recommendation of the board of directors that paragraph FIRST to the
corporation's Articles of Incorporation be deleted in its entirety, and the
following shall be substituted in its place:

     "The name of the corporation shall be New England Waste Services of ME,
Inc."


Dated March 30, 2001


241411_1.DOC 6224-1



SIXTH:  The address of the registered office of the corporation in the State of
        Maine is
           CT Corporation System, One Portland Square, Portland, Maine 04101
        ------------------------------------------------------------------------
                           (street, city, state and zip code)

DATED April 6, 2001                          *By /s/ James W. Bohlig
                                                --------------------------------
                                                          (signature)

                                                   James W. Bohlig, President
                                                --------------------------------
     MUST BE COMPLETED FOR VOTE                (type or print name and capacity)
         OF SHAREHOLDERS
- -------------------------------------       *By /s/ John W. Casella
I certify that I have custody of the            --------------------------------
 minutes showing the above action by the                 (signature)
          shareholders.
                                                    John W. Casella, Secretary
                                                --------------------------------
                                               (type or print name and capacity)
- -------------------------------------
  (signature of clerk, secretary or
   asst. secretary)


NOTE: This form should not be used if any class of shares is entitled to vote as
      a separate class for any of the reasons set out in Section 806, or because
      the articles so provide. For vote necessary for adoption see Section 805.

*This document MUST be signed by
          (1)  the CLERK OR
          (2)  the PRESIDENT or a vice-pres. together with the SECRETARY or an
               ass't. sec., or a 2nd certifying officer OR
          (3)  if no such officers, then a majority of the DIRECTORS OR
          (4)  if no such directors, then the HOLDERS OF A MAJORITY OF ALL
               OUTSTANDING SHARES OR
          (5)  the HOLDERS OF ALL OF THE OUTSTANDING SHARES.

     SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                             TEL. (207) 287-4195

FORM NO. MBCA-9 Rev. 7/2000



SIXTH:  The address of the registered office of the corporation in the State of
        Maine is
            CT Corporation System, One Portland Square, Portland, Maine 04101
        ------------------------------------------------------------------------
                          (street, city, state and zip code)

DATED April 6, 2001                          *By /s/ James W. Bohlig
                                                --------------------------------
                                                          (signature)

                                                   James W. Bohlig, President
                                                --------------------------------
     MUST BE COMPLETED FOR VOTE                (type or print name and capacity)
         OF SHAREHOLDERS
- -------------------------------------       *By /s/ John W. Casella
I certify that I have custody of the            --------------------------------
 minutes showing the above action by the                 (signature)
           shareholders.
                                                    John W. Casella, Secretary
                                                --------------------------------
/s/ John W. Casella                            (type or print name and capacity)
- -------------------------------------
  (signature of clerk, secretary or
   asst. secretary)
   John W. Casella


NOTE: This form should not be used if any class of shares is entitled to vote as
      a separate class for any of the reasons set out in Section 806, or because
      the articles so provide. For vote necessary for adoption see Section 805.

*This document MUST be signed by
          (1)  the CLERK OR
          (2)  the PRESIDENT or a vice-pres. together with the SECRETARY or an
               ass't. sec., or a 2nd certifying officer OR
          (3)  if no such officers, then a majority of the DIRECTORS OR
          (4)  if no such directors, then the HOLDERS OF A MAJORITY OF ALL
               OUTSTANDING SHARES OR
          (5)  the HOLDERS OF ALL OF THE OUTSTANDING SHARES.

     SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                             TEL. (207) 287-4195

FORM NO. MBCA-9 Rev. 7/2000



                                                   Filing Fee $105.00
                                                     File No. 19750306 D Pages 2
   BUSINESS CORPORATION                              Fee Paid $ 105
                                                     DCN   2011171500022 ANME
      STATE OF MAINE                                 ----FILED------------------
                                                     04/27/2001

  STATEMENT OF INTENTION                                  /s/ Julie L. Flynn
     TO DO BUSINESS                                  ---------------------------
  UNDER AN ASSUMED NAME                               Deputy Secretary of State

                                          A True Copy When Attested By Signature
New England Waste Services of ME, Inc.
- --------------------------------------               ---------------------------
      (Name of Corporation)                           Deputy Secretary of State


Pursuant to 13-A MRSA Section 307, the undersigned, a corporation (incorporated
under the laws of the State of Maine), (incorporated under the laws of the
State of Maine, and authorized to do business in Maine), gives notice of its
intention to do business in this State under an assumed name.


FIRST:  The corporation intends to transact business under the assumed name of
        Pine Tree Landfill

                      COMPLETE THE FOLLOWING IF APPLICABLE

SECOND: If such assumed name is to be used at fewer than all of the
        corporation's places of business in this State, the location(s) where it
        will be used is (are):

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

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

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

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

THIRD:  The address of the registered office of the corporation in the State of
        Maine is
           CT Corporation System, One Portland Square, Portland, Maine 04101
        ------------------------------------------------------------------------
                          (street, city, state and zip code)



DATED April 6, 2001                        *By /s/ James W. Bohlig
                                               ---------------------------------
                                                          (signature)

                                               James W. Bohlig, President
                                               ---------------------------------
                                               (type or print name and capacity)

                                           *By /s/ John W. Casella
                                               ---------------------------------
                                                          (signature)

                                               John W. Casella, Secretary
                                               ---------------------------------
                                               (type or print name and capacity)

*If this is a domestic corporation, this document MUST be signed by
          (1)  the CLERK OR
          (2)  the PRESIDENT or vice-pres. together with the SECRETARY or an
               ass't sec., or a 2nd certifying officer OR
          (3)  if no such officers, then a majority of the DIRECTORS OR
          (4)  if no such directors, then the HOLDERS OF A MAJORITY OF ALL
               OUTSTANDING SHARES OR
          (5)  the HOLDERS OF ALL OF THE OUTSTANDING SHARES.
* If this is a foreign corporation, this document MUST be signed by any duly
authorized individual.

     SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                             TEL. (207) 287-4195

FORM NO. MBCA-5 Rev. 8/2000



          BUSINESS CORPORATION                     Filing Fee $105.00
                                                     File No. 19750306 D Pages 2
             STATE OF MAINE                          Fee Paid $ 105
                                                     DCN    2011221800023 ANME
           STATE OF INTENTION                        ----FILED------------------
             TO DO BUSINESS                          05/02/2001
          UNDER AN ASSUMED NAME
                                                         /s/ Julie L. Flynn
                                                     ---------------------------
                                                      Deputy Secretary of State

                                                      A True Copy When Attested
                                                             By Signature

New England Waste Services of ME, Inc.
- --------------------------------------               ---------------------------
        (Name of corporation)                        Deputy Secretary of State

Pursuant to 13-A MRSA Section 307, the undersigned, a corporation (incorporated
under the laws of the State of Maine), (incorporated under the laws of the
State of Maine, and authorized to do business in Maine), gives notice of its
intention to do business in this State under an assumed name.

FIRST:  The corporation intends to transact business under the assumed name of
        New England Organics

                      COMPLETE THE FOLLOWING IF APPLICABLE

SECOND: If such assumed name is to be used at fewer than all of the
        corporation's places of business in this State, the location(s) where it
        will be used is (are):

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

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

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

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

THIRD:  The address of the registered office of the corporation in the
        State of Maine is       One Portland Square, Portland, Maine 04101
                          -----------------------------------------------------
                                     (street, city, state and zip code)



DATED 4-26-01                              *By /s/ James W. Bohlig
                                               ---------------------------------
                                                          (signature)

                                               James W. Bohlig, President
                                               ---------------------------------
                                               (type or print name and capacity)

                                           *By /s/ John W. Casella
                                               ---------------------------------
                                                          (signature)

                                               John W. Casella, Secretary
                                               ---------------------------------
                                               (type or print name and capacity)

*If this is a domestic corporation, this document MUST be signed by
          (1)  the CLERK OR
          (2)  the PRESIDENT or vice-pres. together with the SECRETARY or an
               ass't sec., or a 2nd certifying officer OR
          (3)  if no such officers, then a majority of the DIRECTORS OR
          (4)  if no such directors, then the HOLDERS OF A MAJORITY OF ALL
               OUTSTANDING SHARES OR
          (5)  the HOLDERS OF ALL OF THE OUTSTANDING SHARES.
*If this is a foreign corporation, this document MUST be signed by any duly
authorized individual.

     SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                             TEL. (207) 287-4195

FORM NO. MBCA-5 Rev. 8/2000



                                                                    Exhibit 3.83

                                     BY-LAWS

     1.  The title of the corporation is Sawyer Environmental Recovery
Facilities, Inc.

     2.  The corporation has its main office at Bangor, Maine.

     3.  The corporation may also have offices at such other places within or
without the State of Maine as the Board of Directors may determine.

     4.  The President shall have the general control and management of the
corporation subject to any specific power delegated by the Board of Directors
and shall preside at all meetings of the Board of Directors, of which he shall
be Chairman, and at all meetings of the Stockholders.

     5.  The Treasurer shall keep accurate records of all monies received and
paid out, and shall have the custody of all property. All funds shall be paid
out as directed by the Board of Directors other than in the normal course of
business, and for such the General Manager, who shall be the President of the
firm, or whoever the President of the firm so designates, may use his
discretion. The Treasurer shall make a report when required of the financial
condition of the corporation. He shall give such bond as the Board of Directors
may require for the faithful discharge of his duty.

     6.  In the absence of the President or the event of his death, inability or
refusal to act, the Vice-President shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all
restrictions upon the President. The Vice-President shall perform such other
duties as from time to time may be assigned to him by the President or by the
Directors.

     7.  The officers shall be a President, Vice-President, Treasurer and Clerk.

     8.  The Clerk shall be a resident of the State of Maine, shall act as
Secretary of the Board of Directors, and shall keep a faithful record of all
matters relating to Stockholders' meetings and minutes and perform such duties
as may be required by the President and Board of Directors. He shall send proper
notices of all Stockholders' meetings and faithfully perform all duties required
by Statute.

     9.  The Board of Directors shall be elected annually by the Stockholders
and shall hold office until their successors will be chosen and qualified. They
shall hold their annual meeting on the third Tuesday of October at 4:30 p.m.,
and at other times when called by the President or majority of their own number
upon written notice sufficient to comply with the Maine Business Corporations'
Act, or without any notice if the majority of the members are present and waive
such notice in writing. The majority of their number shall constitute a quorum
to transact business. They shall have the general management of the business of
the corporation, but designate the normal handling or operation of the business
to their General Manager, who shall be the President of the corporation, or
whoever the President shall designate. The minimum number of Directors of the



corporation shall be three Directors, except that if all shares of the
corporation are owned beneficially and of record by fewer than three
Shareholders, the number of Directors may be less than three but not less than
the number of Shareholders, and the maximum number of Directors shall be nine
Directors with the Shareholders or the Board of Directors maintaining authority
to increase and decrease the number of Directors hereafter. (2)

     10. Stockholders shall hold their annual meeting annually on the third
Tuesday of October at 4:00 p.m., in Bangor, Maine. The majority of the shares of
stock issued and outstanding shall constitute a quorum, and voting may be in
person or by written proxy. Notices of the annual meeting shall be sent by the
Clerk to each Stockholder with sufficient notice so as to comply with the Maine
Business Corporations' Act. Stockholders may elect the officers of the
corporation.

     11. All officers shall hold office until their successors are duly elected
and qualified.

     12. The seal of the corporation shall be a circular disk upon which shall
be inserted the words "Sawyer Environmental Recovery Facilities, Inc. - Maine,
1974".

     13. Special meetings of the Stockholders may be called by any person and at
such times as provided for in the Maine Business Corporations' Act.

     14. That all checks for payment of money must be signed by any two of the
following officers and/or employees of the corporation: President, General
Manager, Office Supervisor, and/or Adm. Secretary, or such others as the Board
of Directors may authorize. (l) (3)

     15. The By-Laws may be amended at any regular meeting or special meeting of
Stockholders by the majority vote of the stock outstanding.

     16. It shall be unnecessary for a Director of this firm to be a
Stockholder.

     17. Stock certificates may be signed by any two of the following corporate
officers: the President, Vice-President, Clerk or the Treasurer.

(1) See amendment of August 13, 1984.
(2) See amendment of October 16, 1987.
(3) See amendment of November 29, 1989.
(4) See amendment of September __, 1996.



                        SPECIAL MEETING OF STOCKHOLDERS
                 SAWYER ENVIRONMENTAL RECOVERY FACILITIES, INC.
                                August 13, 1984

     The special meeting of the Stockholders of Sawyer Environmental Recovery
Facilities, Inc., met pursuant to notice waived by the sole Stockholder, at the
office of Sawyer Environmental Recovery Facilities, Inc., 358 Emerson Mill Road,
Hampden, Maine, at ten o'clock in the forenoon on August 13, 1984.

     The meeting was called to order by the President, Waldron E. Sawyer, Jr. In
attendance was the sole Stockholder, Waldron E. Sawyer, Jr.

     A Waiver of Notice was presented, pursuant to which the meeting was held.

     Discussion was had concerning amending the By-Laws of the corporation,
which presently provide that "All checks for the payment of money must be signed
by either the President or Treasurer, or Vice-President."

     Upon motion, duly made and seconded, it was

     VOTED: That the foregoing By-Law be amended by replacing it with the
following: "That all checks for payment of money must be signed by any two of
the following officers and/or employees of the corporation: President, General
Manager, Office Supervisor, and/or Adm. Secretary, or such others as the Board
of Directors may authorize."

     Upon motion duly made and seconded, it was

     VOTED: To adjourn.

     Adjourned.

     ATTEST:
                                                        /s/ [ILLEGIBLE]
                                                       -------------------------
                                                        Clerk of the Corporation



                        UNANIMOUS ACTION OF STOCKHOLDERS
                 SAWYER ENVIRONMENTAL RECOVERY FACILITIES, INC.
                                October 16, 1987

     I, the undersigned, being the sole Stockholder of Sawyer Environmental
Recovery Facilities, Inc., a Maine corporation, do hereby consent to the
amendment of the Articles of Incorporation and By-Laws of Sawyer Environmental
Recovery Facilities, Inc., as follows: That the minimum number of Directors of
the corporation shall be three Directors, except that if all shares of the
corporation are owned beneficially and of record by fewer than three
Shareholders, the number of Directors may be less than three but not less than
the number of Shareholders, and the maximum number of Directors shall be nine
Directors with the Shareholders or the Board of Directors maintaining authority
to increase and decrease the number of Directors hereafter. The By-Laws shall
be amended accordingly to reflect the foregoing.

     Dated: October 16, 1987

                                                      /s/ W. Tom Sawyer, Jr.
                                                  ------------------------------
                                                  W. Tom Sawyer, a/k/a Waldron
                                                           E. Sawyer, Jr.



                       UNANIMOUS ACTION OF STOCKHOLDER OF
                 SAWYER ENVIRONMENTAL RECOVERY FACILITIES, INC.
                               November 29, 1989

     I, the undersigned, being the sole Stockholder of Sawyer Environmental
Recovery Facilities, Inc., do hereby consent to the amendment of the By-Laws of
Sawyer Environmental Recovery Facilities, Inc., as follows:

     Whereas, the By-Laws of the Corporation require "That all checks for
payment of money must be signed by any two of the following officers and/or
employees of the corporation: President, General Manager, Office Supervisor,
and/or Adm. Secretary, or such others as the Board of Directors may
authorize." The preceding By-Law shall now be amended to read hereafter as
follows "That all checks for the payment of money for the Corporation must be
signed by any one or more of the following as authorized by the Board of
Directors of the Corporation: President, Chief Operating Officer, Controller,
and/or such other employees as the Board of Directors of the Corporation may
authorize."

     Dated: November 29, 1989

                                                      /s/ W. Tom Sawyer, Jr.
                                                  ------------------------------
                                                        W. Tom Sawyer, Jr.



                     UNANIMOUS ACTION OF THE SHAREHOLDERS OF
                 SAWYER ENVIRONMENTAL RECOVERY FACILITIES, INC.

     Pursuant to 13-A M.R.S.A. Section 620, Casella Waste Systems, Inc.
("Casella"), being the sole shareholder of Sawyer Environmental Recovery
Facilities, Inc. (the "Corporation"), hereby consents to the taking of and
hereby takes the following action without holding a special shareholders'
meeting, such action being stated in the form of and to be fully effective
as if taken by, a unanimous resolution or resolutions of the shareholders of the
Corporation at a meeting thereof duly called and held on the date hereof at
which all of the shareholders were present and acting throughout.

     WHEREAS, the existing bylaws of the Corporation provide that the Board of
Directors (the "Board") shall manage the affairs of the Corporation. These
bylaws do not, however, contain authorizations for the Board to create an
Executive Committee (the "Committee");

     WHEREAS, 13-A M.R.S.A. Section 713, authorizes the creation of a Committee
or Committees by the Board and the delegation of certain corporate powers and
responsibilities to a Committee by the Board if provided for in the
Corporation's bylaws;

     WHEREAS, the Shareholder of the Corporation desires to amend the bylaws
of the Corporation to authorize the Board to create such Committee or Committees
and delegate certain of the Board's corporate powers and responsibilities to
such Committees;

     NOW THEREFORE BE IT RESOLVED that the bylaws of the Corporation are hereby
amended to include the following provisions:



                              EXECUTIVE COMMITTEE

          The Board of Directors (the "Board") is authorized to create an
          Executive Committee(s) (the "Committee(s)") and may delegate to the
          Committee(s) all of the Board's corporate authority, powers,
          responsibilities, in such areas as the Board determines except where
          such delegation of authority by the Board is prohibited by 13-A
          M.R.S.A. 713, as in effect on the date hereof. Each of the
          Committee(s) created by the Board shall consist of at least two
          members of the Board.

          RESOLVED FURTHER that the other provisions of the bylaws of the
          Corporation are hereby ratified and affirmed and that this document
          shall be filed with the minutes of shareholder's meeting.


Dated September ______, 1996
                                                BY: CASELLA WASTE SYSTEMS, INC.
                                                    Sole Shareholder of Sawyer
                                                    Environmental Recovery
                                                    Facilities, Inc.

                                                By: /s/ James W. Bohlig
                                                   -----------------------------

                                                Name: James W. Bohlig
                                                     ---------------------------

                                                Title: Senior Vice President
                                                      --------------------------

                                        2



                                                                    Exhibit 3.84

STATE OF NEW YORK   }
                      SS:
DEPARTMENT OF STATE }


I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28, 2002

[SEAL]

                                               /s/ [ILLEGIBLE]
                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266 (7/00)



                                                                   F960715000069

                          CERTIFICATE OF INCORPORATION
                                       OF
                        SPRINGER WASTE MANAGEMENT, INC.

               Under Section 402 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

The name of the corporation is:    Springer Waste Management, Inc.

The purposes for which this corporation is formed are as follows:

     To engage is any lawful act or activity for which corporations may be
organized and operate under the Business Corporation Law of New York. It is not
formed to engage in any act or activities requiring consent or approval of
another state agency, board or department.

     The aggregate number of shares which the corporation shall be authorized to
issue is 200 shares non par value.

The office of the corporation is to be located in the County of Saratoga, State
of New York.

The designated agent of the corporation upon whom the process against may be
served is Ronald H. Sinzheimer, Esq., P.C. The post office address to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is:

     Ronald H. Sinzheimer, Esq.
     Office and P.O. Address
     23 Elk Street
     Albany, New York 12207

The undersigned incorporator is over the age of eighteen years.

     IN WITNESS WHEREOF, this certificate has been subscribed on July 9, 1996,
by the undersigned who affirms that statements made herein are true under the
penalties of perjury.

                                   Springer Waste Management, Inc.

                                   By: /s/ Ronald H. Sinzheimer
                                       -------------------------------
                                        Ronald H. Sinzheimer Esq.

                                        RONALD H. SINZHEIMER ESQ.P.C.
                                        23 ELK STREET
                                        ALBANY, NY 12207

                                        1


                                                                   F960715000069

                          CERTIFICATE OF INCORPORATION
                                       OF
                        SPRINGER WASTE MANAGEMENT, INC.

               Under Section 402 of the Business Corporation Law


================================================================================
                          CERTIFICATE OF INCORPORATION
================================================================================

[STAMP]
STATE OF NEW YORK
DEPARTMENT OF STATE
[ILLEGIBLE]

                                      Filed by:

                                      RONALD H. SINZHEIMER, ESQ. P.C.
                                      Office and P.O. Address
                                      23 Elk Street
                                      Albany, NY 12207

                                      (518) 434-4439



STATE OF NEW YORK   }
                       SS:
DEPARTMENT OF STATE }


I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28, 2002

[SEAL]

                                                      /s/ [ILLEGIBLE]
                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266 (7/00)



M 385 - Certificate of Amendment of Certificate of Incorporation
Business Corporation Law Section 805:12-85
                                                     COPYRIGHT 1972
                                                     BY JULIUS BLUMBERG, INC,
                                                     LAW BLANK PUBLISHERS

                                                                   F960731000104

        CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF
                        SPRINGER WASTE MANAGEMENT, INC.
               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

IT IS HEREBY CERTIFIED THAT:

     (1)  THE NAME OF THE CORPORATION IS SPRINGER WASTE MANAGEMENT, INC.

     (2)  THE CERTIFICATE OF INCORPORATION WAS FILED BY THE DEPARTMENT OF STATE
          ON THE 15TH DAY OF JULY 1996.

     (3)  THE CERTIFICATE OF INCORPORATION OF THIS CORPORATION IS HEREBY AMENDED
          TO EFFECT THE FOLLOWING CHANGE*

     The name of the corporation shall be changed to NEW ENGLAND WASTE SERVICES
     OF N.Y., INC. Paragraph 1 of the certificate of incorporation is amended to
     read as follows: 1. The name of the corporation is New England Waste
     Services of N.Y., Inc.


*Set forth the subject matter of each provision of the certificate of
incorporation which is to be amended or eliminated and the full text of the
provision(s), if any, which are to be substituted or added. If an amendment
provides for a change of issued shares, the number and kind of shares changed,
the number and kind of shares resulting from such change and the terms of
change. If an amendment makes two or more such changes, a like statement shall
be included in respect to each change.

                                        1


     There are no officers, directors or shareholders.

(4)  THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION WAS AUTHORIZED:

* STRIKE OUT WHERE INAPPLICABLE

                                        2


                                                                   F960731000104

IN WITNESS WHEREOF, THIS CERTIFICATE HAS BEEN SUBSCRIBED THIS 30 DAY OF
JULY 1996 BY THE UNDERSIGNED WHO AFFIRM(S) THAT THE STATEMENTS MADE HEREIN ARE
TRUE UNDER THE PENALTIES OF PERJURY.

     TYPE NAME           CAPACITY IN WHICH SIGNED          SIGNATURE
     ---------           ------------------------          ---------
Ronald H. Sinzheimer     Attorney / Incorporator      /s/ Ronald H. Sinzheimer


================================================================================

[STAMP]

         CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF

                        SPRINGER WASTE MANAGEMENT, INC.

               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

================================================================================

                                      FILED BY: Ronald H. Sinzheimer, Esq., P.C.

                                      ADDRESS:  23 Elk Street
                                                Albany, New York 12207
                                                (518) 434-4439


[STAMP]

                                                         STATE OF NEW YORK
                                                        DEPARTMENT OF STATE
                                                       FILED JUL 31 1996
                                                       TAX $
                                                            ----------------
                                                       BY: /s/ [ILLEGIBLE]
                                                            ----------------
                                                                SARATOGA
                                                                    960731000105

                                        3


STATE OF NEW YORK   }
                       SS:
DEPARTMENT OF STATE }


I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28, 2002

[SEAL]

                                                      /s/ [ILLEGIBLE]
                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266 (7/00)



                                                                   F010221000469

                CT-07
                              CERTIFICATE OF CHANGE
                                       OF
                    New England Waste Services of N.Y., Inc.

               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

     1. The name of the corporation is New England Waste Services of N.Y., Inc.
It was incorporated under the name Springer Waste Management, Inc.

     2. The Certificate of Incorporation of said corporation was filed by the
Department of State on the July 15, 1996.

     3. The following was authorized by the Board of Directors:

     To change the post office address to which the Secretary of State shall
mail a copy of process in any action or proceeding against the corporation which
may be served on him from Tom West c/o Leboeuf, Lamb, Greene & Macrae LLP, 99
Washington Ave., Suite 2020, Albany, NY 12210 to c/o C T Corporation System, 111
Eighth Avenue, New York, N.Y. 10011.

     To designate C T CORPORATION SYSTEM, 111 Eighth Avenue, New York, N.Y.
10011 as its registered agent in New York upon whom all process against the
corporation may be served.

                                                /s/ Jerry S. Cifor
                                      ------------------------------------------
                                      Jerry S. Cifor, Vice President & Treasurer

NY006-6/14/00 CT SYSTEM ONLINE

                                        1


                                                                   F010221000469
                                                                           CT-07

                              CERTIFICATE OF CHANGE

                                       OF

                    NEW ENGLAND WASTE SERVICES OF N.Y. INC.

               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW


                                                            [ILLEGIBLE]
                                                         STATE OF NEW YORK
                                                        DEPARTMENT OF STATE
                                                       FILED FEB 21 2001
                                                       TAX $______________
                                                       BY: /s/ [ILLEGIBLE]
                                                            ----------------
                                                                  SARA

                          CASELLA WASTE SYSTEMS, INC.
                              25 GREENS HILL LANE
                                  P.O. BOX 866
                               RUTLAND, VT 05701

                                                                    010221000498

                                        2



                                                                    Exhibit 3.85

                                     BY-LAWS

                                       of

                    NEW ENGLAND WASTE SERVICES OF N.Y., INC.

                              ARTICLE I - OFFICES

     The principal office of the corporation shall be in the Village of Fort
Edward County of Washington State of New York. The corporation may also have
offices at such other places within or without the State of New York as the
board may from time to time determine or the business of the corporation may
require.

                            ARTICLE II - SHAREHOLDERS

1.   PLACE OF MEETINGS.

     Meetings of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of New York as the
board shall authorize.

2.   ANNUAL MEETING.

     The annual meeting of the shareholders shall be held on the 15th day of
July at 10:00 A.M. in each year if not a legal holiday, and, if a legal holiday,
then on the next business day following at the same hour, when the shareholders
shall elect a board and transact such other business as may properly come before
the meeting.

3.   SPECIAL MEETINGS.

     Special meetings of the shareholders may be called by the board or by the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.

4.   FIXING RECORD DATE.

     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other

                                    By-Laws A


action, the board shall fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than fifty nor less
than ten days before the date of such meeting, nor more than fifty days prior to
any other action. If no record date is fixed it shall be determined in
accordance with the provisions of law.

5.   NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders, or,
if he shall have filed with the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.

6.   WAIVERS.

     Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.

7.   QUORUM OF SHAREHOLDERS.

     Unless the certificate of incorporation provides otherwise, the holders of
a majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of shareholders for the transaction of any business, provided that when
a specified item of business is required to be voted on by a class or classes,
the holders of a majority of the shares of such class or classes shall
constitute a quorum for the transaction of such specified item of business.

     When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any shareholders.

     The shareholders present may adjourn the meeting despite the absence of a
quorum.

                                    By-Laws B


8.   PROXIES.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.

     Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after expiration of eleven months from the date thereof
unless otherwise provided in the proxy. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except as otherwise provided by law.

9.   QUALIFICATION OF VOTERS.

     Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

10.  VOTE OF SHAREHOLDERS.

     Except as otherwise required by statute or by the certificate of
incorporation:

     (a) directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

     (b) all other corporate action shall be authorized by a majority of the
votes cast.

11.  WRITTEN CONSENT OF SHAREHOLDERS.

     Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of all
the outstanding shares entitled to vote thereon or signed by such lesser number
of holders as may be provided for in the certificate of incorporation.

                             ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS.

     Subject to any provision in the certificate of incorporation the business
of the corporation shall be managed by its board of directors, each of whom
shall be at least 18 years of age and need not be shareholders.

2.   NUMBER OF DIRECTORS.

     The number of directors shall be three.
When all of the shares are owned by less than three shareholders, the number of
directors may be less than three but not less than the number of shareholders.

                                    By-Laws C


3.   ELECTION AND TERM OF DIRECTORS.

     At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting. Each director shall hold
office until the expiration of the term for which he is elected and until his
successor has been elected and qualified, or until his prior resignation or
removal.

4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
provided in the certificate of incorporation. Vacancies occurring by reason of
the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.

5.   REMOVAL OF DIRECTORS.

     Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board. Directors may be removed without cause
only by vote of the shareholders.

6.   RESIGNATION.

     A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.

7.   QUORUM OF DIRECTORS.

     Unless otherwise provided in the certificate of incorporation, a majority
of the entire board shall constitute a quorum for the transaction of business or
of any specified item of business.

8.   ACTION OF THE BOARD.

     Unless otherwise required by law, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the board. Each director present shall have one vote regardless of
the number of shares, if any, which he may hold.

                                    By-Laws D


9.   PLACE AND TIME OF BOARD MEETINGS.

     The board may hold its meetings at the office of the corporation or at such
other places, either within or without the State of New York, as it may from
time to time determine.

10.  REGULAR ANNUAL MEETING.

     A regular annual meeting of the board shall be held immediately following
the annual meeting of shareholders at the place of such annual meeting of
shareholders.

11.  NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

     (a) Regular meetings of the board may be held without notice at such time
and place as it shall from time to time determine. Special meetings of the board
shall be held upon notice to the directors and may be called by the president
upon three days notice to each director either personally or by mail or by wire;
special meetings shall be called by the president or by the secretary in a like
manner on written request of two directors. Notice of a meeting need not be
given to any director who submits a waiver of notice whether before or after the
meeting or who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice to him.

     (b) A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

12.  CHAIRMAN.

     At all meetings of the board the president, or in his absence, a chairman
chosen by the board shall preside.

13.  EXECUTIVE AND OTHER COMMITTEES.

     The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.

14.  COMPENSATION.

     No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance,
at each regular or special meeting of the board may be author-

                                    By-Laws E


ized. Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

                              ARTICLE IV - OFFICERS

1.   OFFICES, ELECTION, TERM.

     (a) Unless otherwise provided for in the certificate of incorporation, the
board may elect or appoint a president, one or more vice-presidents, a secretary
and a treasurer, and such other officers as it may determine, who shall have
such duties, powers and functions as hereinafter provided.

     (b) All officers shall be elected or appointed to hold office until the
meeting of the board following the annual meeting of shareholders.

     (c) Each officer shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified.

2.   REMOVAL, RESIGNATION, SALARY, ETC.

     (a) Any officer elected or appointed by the board may be removed by the
board with or without cause.

     (b) In the event of the death, resignation or removal of an officer, the
board in its discretion may elect or appoint a successor to fill the unexpired
term.

     (c) Any two or more offices may be held by the same person, except
the offices of president and secretary. When all of the issued and outstanding
stock of the corporation is owned by one person, such person may hold all or any
combination of offices.

     (d) The salaries of all officers shall be fixed by the board.

     (e) The directors may require any officer to give security for the faithful
performance of his duties.

3.   PRESIDENT.

     The president shall be the chief executive officer of the corporation; he
shall preside at all meetings of the shareholders and of the board; he shall
have the management of the business of the corporation and shall see that all
orders and resolutions of the board are carried into effect.

4.   VICE-PRESIDENTS.

     During the absence or disability of the president, the vice-president, or
if there are more than one, the executive vice-president, shall have all

                                    By-Laws F


the powers and functions of the president. Each vice-president shall perform
such other duties as the board shall prescribe.

5.   SECRETARY.

     The secretary shall:

     (a) attend all meetings of the board and of the shareholders;

     (b) record all votes and minutes of all proceedings in a book to be kept
for that purpose;

     (c) give or cause to be given notice of all meetings of shareholders and of
special meetings of the board;

     (d) keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;

     (e) when required, prepare or cause to be prepared and available at each
meeting of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of each
respective class held by each;

     (f) keep all the documents and records of the corporation as required by
law or otherwise in a proper and safe manner.

     (g) perform such other duties as may be prescribed by the board.

6.   ASSISTANT-SECRETARIES.

     During the absence or disability of the secretary, the assistant-secretary,
or if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the secretary.

7.   TREASURER.

     The treasurer shall:

     (a) have the custody of the corporate funds and securities;

     (b) keep full and accurate accounts of receipts and disbursements in the
corporate books;

     (c) deposit all money and other valuables in the name and to the credit of
the corporation in such depositories as may be designated by the board;

     (d) disburse the funds of the corporation as may be ordered or authorized
by the board and preserve proper vouchers for such disbursements;

     (e) render to the president and board at the regular meetings of the board,
or whenever they require it, an account of all his transactions as

                                    By-Laws G


treasurer and of the financial condition of the corporation;

     (f) render a full financial report at the annual meeting of the
shareholders if so requested;

     (g) be furnished by all corporate officers and agents at his request, with
such reports and statements as he may require as to all financial transactions
of the corporation;

     (h) perform such other duties as are given to him by these by-laws or as
from time to time are assigned to him by the board or the president.

8.   ASSISTANT-TREASURER.

     During the absence or disability of the treasurer, the assistant-treasurer,
or if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the treasurer.

9.   SURETIES AND BONDS.

     In case the board shall so require, any officer or agent of the corporation
shall execute to the corporation a bond in such sum and with such surety or
sureties as the board may direct, conditioned upon the faithful performance of
his duties to the corporation and including responsibility for negligence and
for the accounting for all property, funds or securities of the corporation
which may come into his hands.

                       ARTICLE V - CERTIFICATES FOR SHARES

1.   CERTIFICATES.

     The shares of the corporation shall be represented by certificates. They
shall be numbered and entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and the number of shares and shall
be signed by the president or a vice-president and the treasurer or the
secretary and shall bear the corporate seal.

2.   LOST OR DESTROYED CERTIFICATES.

     The board may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation,
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall

                                    By-Laws H


require and/or give the corporation a bond in such sum and with such surety or
sureties as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost or destroyed.

3.   TRANSFERS OF SHARES.

     (a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office. No transfer shall be made within ten days next preceding the annual
meeting of shareholders.

     (b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of New York.

4.   CLOSING TRANSFER BOOKS.

     The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to the provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the corporation may be
declared in such amounts and at such time or times as the board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the corporation available for dividends such sum or sums as the board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other

                                    By-Laws I


purpose as the board shall think conducive to the interests of the corporation,
and the board may modify or abolish any such reserve.

                          ARTICLE VII - CORPORATE SEAL

     The seal of the corporation shall be circular in form and bear the name of
the corporation, the year of its organization and the words "Corporate Seal, New
York." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.

                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

     All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.

                            ARTICLE IX - FISCAL YEAR

     The fiscal year shall begin the first day of January in each year.

             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these by-laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                           ARTICLE XI - BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

     (a) Except as otherwise provided in the certificate of incorporation the
by-laws may be amended, repealed or adopted by vote of the holders of the shares
at the time entitled to vote in the election of any directors. By-laws may also
be amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon as hereinabove
provided.

     (b) If any by-law regulating an impending election of directors is adopted
amended or repealed by the board, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors the by-law so
adopted, amended or repealed, together with a concise statement of the changes
made.

                                    By-Laws J



                                                                    Exhibit 3.86

[LOGO]

                                STATE OF VERMONT

                          OFFICE OF SECRETARY OF STATE

  I, Deborah L. Markowitz, Secretary of State of the State of Vermont, do hereby
certify that the attached is a true copy of

                               CORPORATE DOCUMENTS

                                       FOR

                   NEW ENGLAND WASTE SERVICES OF VERMONT, INC.

                                                JUNE 7, 2002

                                                GIVEN UNDER MY HAND AND THE SEAL
                                                OF THE STATE OF VERMONT, AT
                                                MONTPELIER, THE STATE CAPITAL

[SEAL]

                                                /s/ Deborah L. Markowitz

                                                DEBORAH L. MARKOWITZ
                                                SECRETARY OF STATE



[LOGO]
                           VERMONT SECRETARY OF STATE
                           LOCATION: 81 RIVER STREET MAIL: 109 STATE STREET
                           MONTPELIER, VT 05609-1104 (802) 828-2386

                            ARTICLES OF INCORPORATION

CORPORATE NAME           NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
               -----------------------------------------------------------------
                  (THE NAME MUST END WITH ONE OF THESE ENDINGS CORPORATION,
                    INCORPORATED, COMPANY, LIMITED OR AN ABBREV. THEREOF)

NAME OF REGISTERED AGENT Miller, Eggleston & Rosenberg, Ltd.

A REGISTERED AGENT IS AN INDIVIDUAL OR A DOMESTIC OR FOREIGN CORPORATION, PROFIT
OR NON-PROFIT, WHOSE BUSINESS OFFICE IS IDENTICAL TO THE ADDRESS OF THE
REGISTERED OFFICE. THE REGISTERED OFFICE MUST BE LOCATED IN VERMONT. A
REGISTERED AGENT RECEIVES VARIOUS KINDS OF LEGAL NOTICES, INCLUDING SERVICE OF
PROCESS FOR THE CORPORATION. A CORPORATION CANNOT ACT AS ITS OWN REGISTERED
AGENT.

ADDRESS OF REGISTERED OFFICE 150 South Champlain Street   Burlington   VT 05401
                             ------------------------------------------  -------
                             (STREET; NOT P.O. BOX OF     (CITY)          (ZIP)
                                PLACE OF BUSINESS)

OPERATING YEAR: April 30 WILL BE DESIGNATED AS YOUR FISCAL YEAR END UNLESS YOU
PROVIDE A DIFFERENT DATE.

EVERY CORPORATION HAS PERPETUAL DURATION, UNLESS OTHERWISE STATED____________

PLEASE CHECK THE BOX THAT APPLIES FOR YOUR CORPORATION:
  /X/ GENERAL CORPORATION (T.11A)  / / PROFESSIONAL CORPORATION (T.11, CH.3)
  / / CLOSE CORPORATION (T.11A, CH. 20)

NUMBER OF SHARES THE CORPORATION IS AUTHORIZED TO ISSUE:

     10,000 shares of common stock with $1.00 par value

CLASSES OF SHARES, IF ANY, & NUMBER OF SHARES AUTHORIZED TO ISSUE, IN EACH
CLASS:

     One class of common stock

ONE OR MORE CLASSES OF SHARES THAT TOGETHER HAVE UNLIMITED VOTING RIGHTS:

     Common stock has voting rights

ONE OR MORE CLASSES OF SHARES (WHICH MAY BE THE SAME CLASS WITH VOTING RIGHTS)
THAT TOGETHER ARE ENTITLED TO RECEIVE THE NET ASSETS OF THE CORPORATION UPON
DISSOLUTION.

     Common stock is entitled to receive assets upon dissolution.



PURPOSE: EVERY CORPORATION IS CONSIDERED AS BEING ORGANIZED FOR THE PURPOSE OF
ENGAGING IN ANY LAWFUL BUSINESS UNLESS A MORE LIMITED PURPOSE IS SET FORTH IN
THE ARTICLES OF INCORPORATION. CORPORATIONS ENGAGING IN BUSINESSES THAT ARE
SUBJECT TO REGULATION BY CERTAIN STATE AGENCIES MAY INCORPORATE ONLY IF
PERMITTED BY, AND SUBJECT TO ALL LIMITATIONS OF THE STATUTES WHICH CONTROL THESE
BUSINESSES. THESE CORPORATIONS INCLUDE: (1) BANKS, SAVINGS AND LOAN
ASSOCIATIONS, CREDIT UNIONS, AND OTHER FINANCIAL INSTITUTIONS REGULATED UNDER
TITLE 8; (2) INSURANCE COMPANIES REGULATED UNDER TITLE 8; (3) PUBLIC SERVICE
UTILITIES REGULATED UNDER TITLE 30; (4) RAILROAD COMPANIES REGULATED UNDER TITLE
19; AND (5) PROFESSIONAL CORPORATIONS REGULATED UNDER CHAPTER 3 OF TITLE 11.

STATE THE PURPOSE HERE.

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

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

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

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

PROFESSIONAL CORPORATIONS: (11 VSA, CHAPTER 3) PROFESSIONAL CORPORATIONS MUST
PROVIDE THE FOLLOWING ADDITIONAL INFORMATION: THE NAME, ADDRESS, LICENSE NUMBER
AND EXPIRATION DATE OF LICENSE FOR EACH INCORPORATOR, OFFICER, DIRECTOR AND
SHAREHOLDER. (A CERTIFICATE FROM THE PROPER REGULATING BOARD MUST BE ATTACHED)

- --------------------------------------------------------------------------------
NAME, TITLE, LICENSE #, EXPIRATION DATE, ADDRESS

- --------------------------------------------------------------------------------
NAME, TITLE, LICENSE #, EXPIRATION DATE, ADDRESS

- --------------------------------------------------------------------------------
NAME, TITLE, LICENSE #, EXPIRATION DATE, ADDRESS

- --------------------------------------------------------------------------------
NAME, TITLE, LICENSE #, EXPIRATION DATE, ADDRESS


DIRECTORS: NAMES AND ADDRESSES OF THE INDIVIDUALS WHO WILL SERVE AS THE INITIAL
BOARD OF DIRECTORS:

- --------------------------------------------------------------------------------
NAME AND ADDRESS

- --------------------------------------------------------------------------------
NAME AND ADDRESS

- --------------------------------------------------------------------------------
NAME AND ADDRESS

ONE OR MORE NATURAL PERSONS OF MAJORITY AGE (18) MAY ACT AS INCORPORATOR BY
SIGNING BELOW.

SIGNATURE OF INCORPORATOR  /s/ Jon R. Eggleston
                          ------------------------
                           Jon R. Eggleston
     ADDRESS 150 South Champlain Street, Burlington, Vermont, 05401

SIGNATURE OF INCORPORATOR
                          ------------------------------------------------------

     ADDRESS
             -------------------------------------------------------------------



                               ARTICLES OF MERGER

                                       OF

                            NEW WASTE USA, INC. INTO

                   NEW ENGLAND WASTE SERVICES OF VERMONT, INC.

     Pursuant to the provisions of Section 11.05 of the Vermont Business
Corporation Act, the undersigned corporation adopts the following Articles of
Merger for the purpose of merging a wholly-owned subsidiary corporation, New
Waste USA, Inc., into New England Waste Services of Vermont, Inc., as the
surviving corporation:

     FIRST: A copy of the Agreement and Plan of Merger pursuant to which the
subsidiary corporation is being merged into the surviving corporation is
attached hereto, identified as "Exhibit A," and its terms are incorporated
herein by reference as though set forth at length.

     SECOND: As New England Waste Services of Vermont, Inc. owns 100% of the
outstanding shares of each class of stock of its subsidiary, New Waste USA,
Inc., shareholder approval to the merger was not required.

     THIRD: The merger shall take effect upon the effective date contained
within Section 2.02 of the Agreement and Plan of Merger attached hereto as
"Exhibit A."

PAID $50.00



     DATED at Rutland, Vermont, this 25 day of January, 1995.

                                     NEW ENGLAND WASTE SERVICES OF
                                     VERMONT, INC.

                                     By: /s/ John W. Casella
                                        ----------------------------------------
                                           Its President

                                     By: /s/ Douglas R. Casella
                                        ----------------------------------------
                                           Its Secretary

STATE OF VERMONT
COUNTY OF Washington, SS.

     I, a notary public, do hereby certify that on this 25 day of January, 1995,
personally appeared before me John W. Casella, who, being by me first duly
sworn, declared that he is President of New England Waste Services of
Vermont, Inc., and that he signed the foregoing documents as President of the
corporation and that the statements therein contained are true.

     Before me,
                                         /s/ [ILLEGIBLE]
                                        -------------------------------------
                                            Notary Public



                                    AGREEMENT
                                       AND
                                 PLAN OF MERGER

     This Agreement is made this 25 day of January, 1995, by and between NEW
ENGLAND WASTE SERVICES OF VERMONT, INC., a Vermont corporation, and NEW WASTE
USA, INC., a Vermont corporation.

                               W I T N E S S E T H:

     WHEREAS, New Waste USA is a wholly-owned subsidiary corporation of NEWS-VT;
and

     WHEREAS, the Board of Directors of NEWS-VT deem it advisable for the
general welfare of each constituent corporation and its shareholders that the
constituent corporations merge into a single corporation pursuant to the
provisions of this Agreement and the applicable laws of the State of Vermont;
and

     WHEREAS, the constituent corporations desire to adopt this Agreement as a
Plan of Reorganization and to consummate the merge in accordance with the
provisions of Section 368(a)(1)(A) of the Internal Revenue Code;

     NOW, THEREFORE, the constituent corporations agree that New Waste USA be
merged into NEWS-VT as the surviving corporation in accordance with Section
11.04 of the Vermont Business Corporation Act, and that the terms and conditions
of the merger and the mode of carrying it into effect shall be as follows:

                                    ARTICLE I
                                   Definitions

     Unless the context clearly requires otherwise, the following words or
phrases shall, for the purposes of this Agreement, be defined as follows:

     Section 1.01 NEW WASTE USA - The phrase "New Waste USA" shall mean New
Waste USA, Inc., a corporation incorporated under the laws of the State of
Vermont.

     Section 1.02 NEW WASTE USA STOCK - The phrase "New Waste USA stock" shall
mean the 100 shares of issued and outstanding _______ par value common stock
of New Waste USA.

     Section 1.03 CONSTITUENT CORPORATIONS - The phrase "constituent
corporations" shall mean both NEWS-VT and New Waste USA.



     Section 1.04 EFFECTIVE DATE - The phrase "effective date" shall mean the
effective date of the merger, which is the time on the date the Articles of
Merger are filed with the Vermont Secretary of State.

     Section 1.05 NEWS-VT - The phrase "NEWS-VT" shall mean New England Waste
Services of Vermont, Inc., a corporation incorporated under the laws of the
State of Vermont.

     Section 1.06 NEWS-VT STOCK - The phrase "NEWS-VT stock" shall mean the 100
shares of $1.00 par value common stock which NEWS-VT has issued and outstanding
as of the date of this Agreement.

     Section 1.07 INTERNAL REVENUE CODE - The phrase "Internal Revenue Code"
shall mean the Internal Revenue Code of 1986, as amended.

     Section 1.08 MERGER - The word "merger" shall mean the merger of New Waste
USA into NEWS-VT with NEWS-VT being the surviving corporation. In a technical
sense it shall also mean a corporate reorganization as provided for in Section
368(a)(1)(A) of the Internal Revenue Code.

     Section 1.09 SURVIVING CORPORATION - The phrase "surviving corporation"
shall mean NEWS-VT.

                                   ARTICLE II
                      COMPLETION OF MERGER, EFFECTIVE DATE

     Section 2.01 COMPLETION OF MERGER - The merger provided for in this
Agreement shall become effective upon the adoption of this Agreement by the
shareholders of both constituent corporations pursuant to the provisions of the
Vermont Business Corporation Act; and the execution and filing of Articles of
Merger as required by Chapter 11 of Title 11A, Vermont Statutes Annotated, with
the Secretary of State of the State of Vermont.

     Section 2.02 EFFECTIVE DATE - The constituent corporations agree the
Articles of Merger shall be filed with the Secretary of State of the State of
Vermont such that they shall be effective on the effective date.

                                   ARTICLE III
                                 GOVERNING LAWS

     Section 3.01 GOVERNING LAW - The surviving corporation shall be governed by
the laws of the State of Vermont.

                                        2


     Section 3.02 ARTICLES OF ASSOCIATION - The Articles of Association and all
amendments thereto, of NEWS-VT shall be those which govern the surviving
corporation after the merger has been completed.

     Section 3.03 BY-LAWS - The By-Laws of the surviving corporation shall be
the By-Laws of NEWS-VT as in effect on the date of this Agreement.

                                   ARTICLE IV
                             CANCELLATION OF SHARES,
                     PURPOSE OF MERGER AND EFFECT OF MERGER

     Section 4.01 CANCELLATION OF SHARES - The issued and outstanding shares of
New Waste USA stock shall on the effective date of the merger, and without any
action on the part of New Waste USA, be retired and cancelled.

     Section 4.02 PURPOSE OF MERGER - The merger is being effected at this time
in order to reduce administrative expenses and simplify compliance with State
laws.

     Section 4.03 EFFECT OF THE MERGER - On the effective date, the separate
existence of New Waste USA shall cease (except insofar as continued by statute)
and it shall be merged with and into the surviving corporation. All the
property, real, personal and mixed, of the constituent corporation and all debts
due to either of them, shall be transferred to and vested in the surviving
corporation, without further act or deed. The surviving corporation shall
thenceforth be responsible and liable for all of the liabilities and
obligations, each of the constituent corporations, and any claim or judgment
against either of the constituent corporations may be enforced against the
surviving corporation.

                                    ARTICLE V
                REPRESENTATIONS AND WARRANTIES OF NEW WASTE USA

     Section 5.01 CORPORATE ORGANIZATION AND GOOD STANDING - New Waste USA is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Vermont, and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or business
requires such qualification.

     Section 5.02 CAPITALIZATION - New Waste USA's authorized capital stock
consists of ________ shares of no par value common stock. One hundred shares are
issued and outstanding. There are no options, warrants or rights outstanding to
purchase additional shares of New Waste USA stock.

                                        3


                                   ARTICLE VI
                     REPRESENTATIONS AND WARRANTS OF NEWS-VT

     Section 6.01 CORPORATE ORGANIZATION AND GOOD STANDING - NEWS-VT is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Vermont, and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its property or business
requires such qualification.

     Section 6.02 CAPITALIZATION - NEWS-VT's authorized capital stock consists
of 10,000 shares of $1.00 par value common stock of which one hundred shares are
issued and outstanding.

     Section 6.03 AUTHORIZATION - Execution of this Agreement has been duly
authorized and approved by NEWS-VT's Board of Directors.

     Section 6.04 WAIVER OF NOTICE OF ADOPTION OF PLAN - By its signature
to this Agreement and Plan of Merger, NEWS-VT as the sole shareholder of New
Waste USA does hereby waive its rights under Title 11A V.S.A. Section 11.04(c)
to receive in the mail a copy of this Agreement and Plan of Merger.

                                   ARTICLE VII
                               AGENT FOR SERVICE

     Section 7.01 AGENT FOR SERVICE - As of the effective date, the surviving
corporation hereby irrevocably appoints the Secretary of State of the State of
Vermont as its agent to accept service of process in any action, suit or
proceeding for the enforcement of the obligations of New Waste USA, as well as
for the enforcement of any obligation of the surviving corporation arising from
the merger, including any suit or other proceeding to enforce the right of any
stockholder of New Waste USA to receive payment for their shares against the
surviving corporation.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     Section 8.1 GOVERNING LAW - This Agreement shall be controlled and
construed and enforced in accordance with the laws of the State of Vermont.

     Section 8.2 SUCCESSORS AND ASSIGNS - This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their successors and
assigns.

                                       4


     Section 8.3 CAPTIONS - All Article and Section headings hereby are inserted
for convenience only and shall not in any way affect the meaning or
interpretation of this Agreement.

     Section 8.4 COUNTERPARTS - This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and which together
shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties to this Agreement and Plan of Merger, have
caused these presents to be executed as of the day and year first above written.

IN THE PRESENCE OF:                        NEW ENGLAND WASTE SERVICES, INC.

/s/ [ILLEGIBLE]                            By: /s/ [ILLEGIBLE]
- ---------------------------------              ---------------------------------
/s/ [ILLEGIBLE]                                 Duly Authorized Agent
- ---------------------------------

                                           NEW WASTE USA, INC.

/s/ [ILLEGIBLE]                            By: /s/ [ILLEGIBLE]
- ---------------------------------              ---------------------------------
/s/ [ILLEGIBLE]                                 Duly Authorized Agent
- ---------------------------------

                                       5


                   NEW ENGLAND WASTE SERVICES OF VERMONT, INC.
                     UNANIMOUS WRITTEN CONSENT OF DIRECTORS
               TO ACTION TAKEN IN LIEU OF SPECIAL MEETING THEREOF

     The undersigned, being all of the Directors of New England Waste Services
of Vermont, Inc., a Vermont corporation, pursuant to the provisions of Section
8.21 of the Vermont Business Corporation Act, unanimously consent to and adopt
the following actions taken by them upon behalf of the Corporation in lieu of a
special meeting thereon:

     FIRST: It being in the interest of this Corporation to merge New Waste
USA, Inc. into this Corporation concurrent with the acquisition of the assets of
Waste USA, that action is hereby authorized in the name of this Corporation and
upon behalf of this Corporation, all in accordance and upon the terms of the
following preambles and resolutions:

          WHEREAS, the Board of Directors of this Corporation deem it to be
          advisable for the general welfare of this Corporation to merge
          New Waste USA, Inc. into this Corporation concurrent with its
          acquisition pursuant to the provisions of Chapter 11 of the
          Vermont Business Corporation Act; and

          WHEREAS, such merger is to be effected pursuant to the provisions of
          Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as
          amended;

          NOW, THEREFORE, it is

          RESOLVED, that New Waste USA, Inc. shall be merged into this
          Corporation pursuant to the terms and conditions of an Agreement
          and Plan of Merger between the corporations, a copy of which
          being annexed hereto and being identified as "Exhibit A"; and it
          is

          FURTHER RESOLVED, that the merger of New Waste USA, Inc. into this
          corporation shall be effected pursuant to the provisions of
          Chapter 11 of the Vermont Business Corporation Act and Section
          368(a)(1)(A) of the Internal Revenue Code of 1986, as amended;
          and it is



          FURTHER RESOLVED, that all officers of this Corporation be and they
          are hereby authorized and directed to take any and all action,
          and to sign and/or file documents as may be necessary to
          effectuate the foregoing preambles and resolutions.

     WHEREUPON, the undersigned, being all of the Directors of New England Waste
Services of Vermont, Inc., have executed this Consent effective as of the 25 day
of January, 1995.


                                           /s/ John W. Casella
                                           -------------------------------------
                                           John W. Casella


                                           /s/ Douglas R. Casella
                                           -------------------------------------
                                           Douglas R. Casella


                                           /s/ James W. Bohlig
                                           -------------------------------------
                                           James W. Bohlig



                                                                    Exhibit 3.87

                                     BY-LAWS

                                       OF

                   NEW ENGLAND WASTE SERVICES OF VERMONT, INC.

                                    ARTICLE I

                                     OFFICES

     SECTION 1.1  BUSINESS OFFICE. The principal office of the corporation shall
be located at any place either within or outside the State of Vermont as
designated in the company's most current Annual Report filed with the Vermont
Secretary of State. The corporation may have such other offices, either within
or without the State of Vermont as the board of directors may designate or as
the business of the corporation may require from time to time. The corporation
shall maintain at its principal office a copy of certain records, as specified
in Section 2.14 of Article II.

     SECTION 1.2  REGISTERED OFFICE. The registered office of the corporation,
required by Section 5.01 of the Vermont Business Corporation Act (the "Act") of
shall be located within the State of Vermont and may be, but need not be,
identical with the principal office (if located within the State of Vermont).
The address of the registered office may be changed from time to time.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 2.1  ANNUAL SHAREHOLDER MEETING. The annual meeting of the
shareholders shall be held within ninety (90) days of the



close of the corporation's fiscal year at a time and date as shall be fixed by
the board of directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of Vermont
such meeting shall be held on the next succeeding business day.

     If the election of directors shall not be held on the day designated herein
for any annual meeting of the shareholders, or at any subsequent continuation
after adjournment thereof, the board of directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as convenient.

     SECTION 2.2  SPECIAL SHAREHOLDER MEETINGS. Special meetings of the
shareholders, for any purpose or purposes, described in the meeting notice, may
be called by the president, or by the board of directors, and shall be called by
the president at the request of the holders of not less than one-tenth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.

     SECTION 2.3  PLACE OF SHAREHOLDER MEETING. The board of directors may
designate any place, either within or without the State of Vermont as the place
of meeting for any annual or any special meeting of the shareholders, unless by
written consents, which may be in the form of waivers of notice or otherwise,
all shareholders entitled to vote at the meeting designate a different place,
either within or without the State of Vermont,

                                        2


as the place for the holding of such meeting. If no designation is made by
either the directors or unanimous action of the voting shareholders, the place
of meeting shall be the principal office of the corporation in the State of
Vermont.

     SECTION 2.4  NOTICE OF SHAREHOLDER MEETING.

          (a)  REQUIRED NOTICE. Written notice stating the place, day and hour
of any annual or special shareholder meeting shall be delivered not less than 10
nor more than 60 days before the meeting, either personally or by mail, by or at
the direction of the president, the board of directors, or other persons calling
the meeting, to each shareholder of record, entitled to vote at such meeting and
to any other shareholder entitled by the Act or the articles of incorporation to
receive notice of the meeting. Notice shall be deemed to be effective at the
earlier of: (1) when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid; (2) on the date shown on the return
receipt if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee; (3) when received; or
(4) 5 days after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address other than that shown in the corporation's
current record of shareholders.

          (b)  ADJOURNED MEETING. If any shareholder meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time,
and place, if the new date, time and

                                        3


place is announced at the meeting before adjournment. But if a new record date
for the adjourned meeting is, or must be fixed, then notice must be given
pursuant to the requirements of paragraph (a) of this Section 2.4, to those
persons who are shareholders as of the new record date.

          (c)  WAIVER OF NOTICE. The shareholder may waive notice of the meeting
(or any notice required by the Act, articles of incorporation or by-laws), by a
writing signed by the shareholder entitled to the notice, which is delivered to
the corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.

               A shareholder's attendance at a meeting:

               (1)  waives objection to lack of notice or defective notice of
                    the meeting, unless the shareholder at the beginning of the
                    meeting objects to holding the meeting or transaction
                    business at the meeting;

               (2)  waives objection to consideration of a particular matter at
                    the meeting that is not within the purpose or purposes
                    described in the meeting notice, unless the shareholder
                    makes timely objection to considering the matter when it is
                    presented, or when the shareholder thereafter becomes aware
                    that the matter has been presented.

                                        4


          (d)  CONTENTS OF NOTICE. The notice of each special shareholder
meeting shall include a description of the purpose or purposes for which the
meeting is called. Except as provided in this Section 2.4(d), or as provided in
the corporation's articles, or otherwise in the Act, the notice of an annual
shareholder meeting need not include a description of the purpose or purposes
for which the meeting is called.

     If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property; (4) the dissolution of the
corporation; or (5) the removal of a director, the notice must so state and be
accompanied by respectively a copy of or summary of the: (1) articles of
amendment; (2) plan of merger or share exchange; and (3) transaction for
disposition of all the corporation's property. If the proposed corporate action
creates dissenters' rights, the notice must state that shareholders are, or may
be entitled to assert dissenters' rights, and must be accompanied by a copy of
Chapter #13 of the Act. If the corporation issues, or authorizes the issuance of
shares for promissory notes or for promises to render services in the future,
the corporation shall report in writing to all the shareholders the number of
shares authorized or issued, and the consideration received with or before the
notice of the next

                                        5


shareholder meeting. Likewise, if the corporation indemnifies or advances
expenses to a director as defined in Section 8.50(3) of the Act, this shall be
reported to all the shareholders with or before notice of the next shareholder's
meeting.

     SECTION 2.5  FIXING OF RECORD DATE. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of shareholders, or shareholders entitled to receive payment of any distribution
or dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors may fix in advance a date as the record
date. Such record date shall not be less than 10 nor more than 70 days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If no record date is so fixed by the board for the
determination of shareholders entitled to notice of, or to vote at a meeting of
shareholders, or shareholders entitled to receive a share dividend or
distribution, the record date for determination of such shareholders shall be at
the close of business on:

          (a)  With respect to an annual shareholder meeting or any special
               shareholder meeting called by the board or any person
               specifically authorized by the board or these by-laws to call a
               meeting, the date before the first notice is delivered to
               shareholders;

                                        6


          (b)  With respect to a special shareholder's meeting demanded by the
               shareholders, the date the first shareholder signs the demand;

          (c)  With respect to the payment of a share dividend, the date the
               board authorizes the share dividend;

          (d)  With respect to actions taken in writing without a meeting
               (pursuant to Article II, Section 2.12), the date the first
               shareholder signs a consent; and

          (e)  With respect to a distribution to shareholders (other than one
               involving a repurchase or reacquisition of shares), the date the
               board authorizes the distribution.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the board of directors fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

     SECTION 2.6 SHAREHOLDER LIST. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete record
of the shareholders entitled to vote at each meeting of shareholders thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. The list must be arranged by voting group (if such exists, see

                                        7


Article II, Section 2.7) and within each voting group by class or series of
shares. The shareholder list must be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting. The list
shall be available at the corporation's principal office or at the place
identified in the meeting notice in the location where the meeting is to be
held. A shareholder, his agent, or attorney is entitled on written demand to
inspect and, subject to the requirements of Section 2.14 of this Article II, to
copy the list during regular business hours and at his expense, during the
period it is available for inspection. The corporation shall maintain the
shareholder list in written form or in another form capable of conversion into
written form within a reasonable time.

     SECTION 2.7  SHAREHOLDER QUORUM AND VOTING REQUIREMENTS. If the articles of
incorporation or the Act provides for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.

     Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation, a by-law adopted pursuant to
Section 2.8 of this Article II, or the Act provide otherwise, a majority of the
votes entitled to be cast on the matter by the voting group constitutes a quorum
of that voting group for action on that matter.

                                        8


     If the articles of incorporation or the Act provide for voting by two or
more voting groups on a matter, action on that matter is taken only when voted
upon by each of those voting groups counted separately. Action may be taken by
one voting group on a matter even though no action is taken by another voting
group entitled to vote on the matter.

     Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

     If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation, a by-law adopted pursuant to Section 2.8 of this
Article II, or the Act require a greater number of affirmative votes.

     SECTION 2.8  INCREASING EITHER QUORUM OR VOTING REQUIREMENTS. For purposes
of this Section 2.8 a "supermajority" quorum is a requirement that more than a
majority of the votes of the voting group be present to constitute a quorum; and
a "supermajority" voting requirement is any requirement that requires the
vote of more than a majority of the affirmative votes of a voting group at a
meeting.

     The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend or delete a

                                        9


by-law which fixes a "supermajority" quorum or "supermajority" voting
requirement.

     The adoption or amendment of a by-law that adds, changes or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted by the same vote and voting groups required to
take action under the quorum and voting requirement then in effect or proposed
to be adopted, whichever is greater.

     A by-law that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended or repealed by the board of directors.

     SECTION 2.9  PROXIES. At all meetings of shareholders, a shareholder may
vote in person, or vote by proxy which is executed in writing by the shareholder
or which is executed by his duly authorized attorney-in-fact. such proxy shall
be filed with the secretary of the corporation or other person authorized to
tabulate votes before or at the time of the meeting. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in the
proxy.

     SECTION 2.10 VOTING OF SHARES. Unless otherwise provided in the articles,
each outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.

     Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are

                                       10


held by the corporation, shall be voted at any meeting or counted in determining
the total number of outstanding shares at any given time for purposes of any
meeting. Provided, however, the prior sentence shall not limit the power of the
corporation to vote any shares, including its own shares, held by it in a
fiduciary capacity.

     Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.

     SECTION 2.11 CORPORATION'S ACCEPTANCE OF VOTES.

          (a)  If the name signed on a vote, consent, waiver or proxy
appointment corresponds to the name of a shareholder, the corporation if acting
in good faith is entitled to accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder.

          (b)  If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the name of its shareholder, the corporation
if acting in good faith is nevertheless entitled to accept the vote, consent,
waiver or proxy appointment and give it effect as the act of the
shareholder if:

               (1)  the shareholder is an entity as defined in the Act and the
                    name signed purports to be that of an officer or agent of
                    the entity;

                                       11


               (2)  the name signed purports to be that of an administrator,
                    executor, guardian, or conservator representing the
                    shareholder and, if the corporation requests, evidence of
                    fiduciary status acceptable to the corporation has been
                    presented with respect to the vote, consent, waiver or proxy
                    appointment;

               (3)  the name signed purports to be that of a receiver or
                    trustee in bankruptcy of the shareholder and, if the
                    corporation requests, evidence of this status acceptable to
                    the corporation has been presented with respect to the vote,
                    consent, waiver or proxy appointment;

               (4)  the name signed purports to be that of a pledgee,
                    beneficial owner or attorney-in-fact of the shareholder and,
                    if the corporation requests, evidence acceptable to the
                    corporation of the signatory's authority to sign for the
                    shareholder has been presented with respect to the vote,
                    consent, waiver or proxy appointment;

               (5)  two or more persons are the shareholder as co-tenants or
                    fiduciaries and the name signed

                                       12


                    purports to be the name of at least one of the co-owners and
                    the person signing appears to be acting on behalf of all the
                    co-owners.

          (c)  The corporation is entitled to reject a vote, consent, waiver, or
proxy appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

          (d)  The corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, or proxy appointment in good faith and in accordance with
the standards of this section are not liable in damages to the shareholder for
the consequences of the acceptance or rejection.

          (e)  Corporate action based on the acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.

     SECTION 2.12 INFORMAL ACTION BY SHAREHOLDERS.

          (a)  Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more consents in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof and are delivered to
the corporation for inclusion in the minute book or filed with the corporate
records. If the act to be taken requires that notice

                                       13


be given to non-voting shareholders, the corporation shall give the non-voting
shareholders written notice of the proposed action at least 10 days before the
action is taken, which notice shall contain or be accompanied by the same
material that would have been required if a formal meeting had been called to
consider the action. A consent signed under this section has the effect of a
meeting vote and may be described as such in any document.

          (b)  Notwithstanding the provisions of Section 2.12(a) to the
contrary, if the articles of incorporation contain specific authority to do so,
any action required or permitted to be taken at a meeting of the shareholders
may be taken without a meeting if one or more consents in writing, setting forth
the action so taken, shall be signed by the holders of at least a majority of
all of the shares entitled to vote with respect to the subject matter thereof
and are delivered to the corporation for inclusion in the minute book or filed
with the corporate records. Prompt notice of any action taken by less than
unanimous written consent in lieu of a meeting shall be given to all
shareholders entitled to vote on such action.

     SECTION 2.13 VOTING FOR DIRECTORS. Unless otherwise provided in the
articles of incorporation, directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present.

                                       14


     SECTION 2.14 SHAREHOLDER'S RIGHTS TO INSPECT CORPORATE RECORDS.

          (a)  MINUTES AND ACCOUNTING RECORDS. The corporation shall keep as
permanent records minutes of all meetings of its shareholders and board of
directors, a record of all actions taken by the shareholders or board of
directors without a meeting, and a record of all actions taken by a committee of
the board of directors in place of the board of directors on behalf of the
corporation. The corporation shall maintain appropriate accounting records.

          (b)  ABSOLUTE INSPECTION RIGHTS OF RECORDS REQUIRED AT PRINCIPAL
OFFICE. If a shareholder gives the corporation written notice of his demand at
least five business days before the date on which he wishes to inspect and copy,
that shareholder (or his agent or attorney) has the right to inspect and copy,
during regular business hours any of the following records, all of which the
corporation is required to keep at its principal office:

               (1)  its articles or restated articles of incorporation and all
                    amendments to them currently in effect;

               (2)  its by-laws or restated by-laws and all amendments to them
                    currently in effect;

               (3)  resolutions adopted by its board of directors creating one
                    or more classes or series of shares, and fixing their
                    relative rights, preferences, and limitations, if shares

                                       15


                    issued pursuant to those resolutions are outstanding;

               (4)  the minutes of all shareholders' meetings, and records of
                    all action taken by shareholders without a meeting, for the
                    past three years;

               (5)  all written communications to shareholders generally within
                    the past three years, including the financial statement
                    furnished for the past three years to the shareholders;

               (6)  a list of the names and business addresses of its current
                    directors and officers; and

               (7)  its most recent annual report delivered to the Secretary of
                    State.

          (c)  CONDITIONAL INSPECTION RIGHT. In addition, if a shareholder gives
the corporation a written demand made in good faith and for a proper purpose at
least five business days before the date on which he wishes to inspect and copy,
he describes with reasonable particularity his purpose and the records he
desires to inspect, and the records are directly connected with his purpose,
that shareholder of the corporation (or his agent or attorney) is entitled to
inspect and copy, during regular business hours at a reasonable location
specified by the corporation, any of the following records of the corporation:

               (1)  excerpts from minutes of any meeting of the board of
                    directors, records of any action of

                                       16


                    a committee of the board of directors on behalf of the
                    corporation, minutes of any meeting of the shareholders, and
                    records of action taken by the shareholders or board of
                    directors without a meeting, to the extent not subject to
                    inspection under paragraph (a) of this Section 2.14.

               (2)  accounting records of the corporation; and

               (3)  the record of shareholders (compiled no earlier than the
                    date of the shareholder's demand).

          (d)  COPY COSTS. The right to copy records includes, if reasonable,
the right to receive copies made by photographic, xerographic or other means.
The corporation may impose a reasonable charge, covering the costs of labor and
material, for copies of any documents provided to the shareholder. The charge
may not exceed the estimated cost of production or reproduction of the records.

          (e)  SHAREHOLDER INCLUDES BENEFICIAL OWNER. For purposes of this
Section 2.14, the term "shareholder" shall include a beneficial owner whose
shares are held in a voting trust or by a nominee on his behalf.

     SECTION 2.15 FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE SHAREHOLDERS.

          (a)  The corporation shall furnish its shareholders annual financial
statements, which may be consolidated or

                                       17


combined statements of the corporation and one or more of its subsidiaries, as
appropriate, that include a balance sheet as of the end of the fiscal year, an
income statement for that year, and a statement of changes in shareholders'
equity for the year unless that information appears elsewhere in the financial
statements. If financial statements are prepared for the corporation on the
basis of generally accepted accounting principles, the annual financial
statements for the shareholders also must be prepared on that basis.

          (b)  If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the president or the person responsible for the
corporation's accounting records:

               (1)  stating his reasonable belief whether the statements were
                    prepared on the basis of generally accepted accounting
                    principles and, if not, describing the basis of preparation;
                    and

               (2)  describing any respects in which the statements were not
                    prepared on a basis of accounting consistent with the
                    statements prepared for the preceding year.

          (c)  A corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year. Thereafter, on
written request from a

                                       18


shareholder who was not mailed the statements, the corporation shall mail him
the latest financial statements.

     SECTION 2.16 DISSENTERS' RIGHTS. Each shareholder shall have the right to
dissent from and obtain payment for his shares when so authorized by the Act,
articles of incorporation, these by-laws, or in a resolution of the board of
directors.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.1  GENERAL POWERS. Unless the articles of incorporation have
dispensed with or limited the authority of the board of directors by describing
who will perform some or all of the duties of a board of directors, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be managed under the direction of
the board of directors.

     SECTION 3.2  NUMBER, TENURE, AND QUALIFICATIONS OF DIRECTORS. The number of
directors of the corporation shall be three unless there shall be less than
three shareholders, in which event the shareholders may provide for the number
of directors to be no less than the number of shareholders. Each director shall
hold office until the next annual meeting of shareholders or until removed.
However, if his term expires, he shall continue to serve until his successor
shall have been elected and qualified or until there is a decrease in the number
of directors. Directors need not be residents of the State of

                                       19


Vermont or shareholders of the corporation unless so required by the articles of
incorporation.

     SECTION 3.3  REGULAR MEETINGS OF THE BOARD OF DIRECTORS. A regular meeting
of the board of directors shall be held without other notice than this by-law
immediately after, and at the same place as, the annual meeting of shareholders.
The board of directors may provide, by resolution, the time and place, either
within or without the State of Vermont for the holding of regular meetings which
shall be held without other notice than such resolution. If so permitted by
Section 3.7, any such regular meeting may be held by telephone.

     SECTION 3.4  SPECIAL MEETINGS OF THE BOARD. Special meetings of the board
of directors may be called by or at the request of the President or any one
director. The person or persons authorized to call special meetings of the board
of directors may fix any place, either within or without the State of Vermont,
as the place for holding any special meeting of the board of directors called by
them, or if permitted by Section 3.7, such meeting may be held by telephone.

     SECTION 3.5  NOTICE OF, AND WAVIER OF NOTICE FOR, SPECIAL DIRECTOR
MEETINGS. Unless the articles of incorporation provide for a longer or shorter
period, notice of any special director meeting shall be given at least two days
previously thereto either orally or in writing. If mailed, notice of any
director meeting shall be deemed to be effective at the earlier of: (1) when
received; (2) five days after deposited in the United States

                                       20


mail, addressed to the director's business office, with postage thereon prepaid;
or (3) the date shown on the return receipt if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
director. Any director may waive notice of any meeting. Except as provided in
the next sentence, the waiver must be in writing, signed by the director
entitled to the notice, and filed with the minutes or corporate records. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business and at the beginning of the
meeting (or promptly upon his arrival) objects to holding the meeting or
transacting business at the meeting, and does not thereafter vote for or assent
to action taken at the meeting. Unless required by the articles of
incorporation, neither the business to be transacted at, nor the purpose of, any
special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.

     SECTION 3.6  DIRECTOR QUORUM. If by-law Section 3.2 establishes a fixed
board size, a majority of the number of directors shall constitute a quorum for
the transaction of business at any meeting of the board of directors, unless the
articles require a greater number.

     Any amendment to this quorum requirement is subject to the provisions of
Section 3.8 of this Article III.

                                       21


     SECTION 3.7  DIRECTORS, MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present when the vote is
taken shall be the act of the board of directors unless the articles of
incorporation require a greater percentage. Any amendment which changes the
number of directors needed to take action, is subject to the provisions of
Section 3.8 of this Article III.

     Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.

     A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed to
have assented to the action taken unless: (1) he objects at the beginning of the
meeting (or promptly upon his arrival) to holding it or transacting business at
the meeting; or (2) his dissent or abstention from the action taken is entered
in the minutes of the meeting; or (3) he delivers written notice of his dissent
or abstention to the presiding officer of the meeting before its adjournment or
to the corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.

                                       22


     SECTION 3.8  ESTABLISHING A "SUPERMAJORITY" QUORUM OR VOTING REQUIREMENT
FOR THE BOARD OF DIRECTORS. For purposes of this Section 3.8, a "supermajority"
quorum is a requirement that more than a majority of the directors in office
constitute a quorum, and a "supermajority" voting requirement is any requirement
that requires the vote of more than a majority of those directors present at a
meeting at which a quorum is present to be the act of the directors.

     A by-law that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:

          (1)  if originally adopted by the shareholders, only by the
               shareholders (unless otherwise provided by the shareholders);

          (2)  if originally adopted by the board of directors, either by the
               shareholders or by the board of directors.

     A by-law adopted or amended by the shareholders that fixes a supermajority
quorum or supermajority voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the board of directors.

     Subject to the provisions of the preceding paragraph, action by the board
of directors to adopt, amend, or repeal a by-law that changes the quorum or
voting requirement for the board of directors must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting

                                       23


requirement then in effect or proposed to be adopted, whichever is greater.

     SECTION 3.9  DIRECTOR ACTION WITHOUT A MEETING. Unless the articles of
incorporation provide otherwise, any action required or permitted to be taken by
the board of directors at a meeting may be taken without a meeting if all of the
directors take the action, each one signs a written consent describing the
action taken, and the consents are filed with the records of the corporation.
Action taken by consents is effective when the last director signs the consent,
unless the consent specifies a different effective date. A signed consent has
the effect of a meeting vote and may be described as such in any document.

     SECTION 3.10 REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors at a meeting called for that purpose if notice has been given that a
purpose of the meeting is such removal. The removal may be with or without cause
unless the articles provide that directors may only be removed with cause. If a
director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove him. If cumulative
voting is authorized, a director may not be removed if the number of votes
sufficient to elect him under cumulative voting is voted against his removal. If
cumulative voting is not authorized, a director may be removed only if the
number of votes cast to remove him exceeds the number of votes cast not to
remove him.

                                       24


     SECTION 3.11 BOARD OF DIRECTOR VACANCIES. Unless the articles of
incorporation provide otherwise, if a vacancy occurs on the board of directors,
including a vacancy resulting from an increase in the number of directors, the
shareholders may fill the vacancy. During such time that the shareholders fail
or are unable to fill such vacancies then and until the shareholders act:

          (1)  the board of directors may fill the vacancy; or

          (2)  if the directors remaining in office constitute fewer than a
               quorum of the board, they may fill the vacancy by the affirmative
               vote of a majority of all the directors remaining in office.

     If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders.

     A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

     The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his term
expires, he shall continue to serve until his successor is elected and qualifies
or until there is a decrease in the number of directors.

                                       25


     SECTION 3.12 DIRECTOR COMPENSATION. Unless otherwise provided in the
articles of incorporation, by resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
board of directors, and may be paid a stated salary as a director or a fixed sum
for attendance at each meeting of the board of directors or both. No such
payment shall preclude any director from serving the corporation in any capacity
and receiving compensation therefor.

     SECTION 3.13 DIRECTOR COMMITTEES.

          (a)  CREATION OF COMMITTEES. Unless the articles of incorporation
provide otherwise, the board of directors may create one or more committees and
appoint members of the board of directors to serve on them. Each committee must
have two or more members, who serve at the pleasure of the board of directors.

          (b)  SELECTION OF MEMBERS. The creation of a committee and appointment
of members to it must be approved by the greater of (1) a majority of all the
directors in office when the action is taken or (2) the number of directors
required by the articles of incorporation to take such action, (or if not
specified in the articles the numbers required by Section 3.7 of this Article
III to take action).

          (c)  REQUIRED PROCEDURES. Sections 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 of
this Article III, which govern meetings, action without meetings, notice and
waiver of notice, quorum and voting requirements of the board of directors,
apply to committees and their members.

                                       26


          (d)  AUTHORITY. Unless limited by the articles of incorporation, each
committee may exercise those aspects of the authority of the board of directors
which the board of directors confers upon such committee in the resolution
creating the committee. Provided, however, a committee may not:

               (1)  authorize distributions;

               (2)  approve or propose to shareholders action that the Act
                    requires be approved by shareholders;

               (3)  fill vacancies on the board of directors or on any of its
                    committees;

               (4)  amend the articles of incorporation pursuant to the
                    authority of directors, to do so granted by Section 10.02 of
                    the Act;

               (5)  adopt, amend, or repeal bylaws;

               (6)  approve a plan of merger not requiring shareholder approval;

               (7)  authorize or approve reacquisition of shares, except
                    according to a formula or method prescribed by the board of
                    directors; or

               (8)  authorize or approve the issuance or sale or contract for
                    sale of shares or determine the designation and relative
                    rights, preferences, and limitation of a class or series of
                    shares, except that the board of directors may authorize a
                    committee (or a senior

                                       27


                    executive officer of the corporation) to do so within limits
                    specifically prescribed by the board of directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 4.1  NUMBER OF OFFICERS. The officers of the corporation shall be a
president, a secretary, and a treasurer, each of whom shall be appointed by the
board of directors. Such other officers and assistant officers as may be deemed
necessary, including any vice-presidents, may be appointed by the board of
directors. If specifically authorized by the board of directors, an officer may
appoint one or more officers or assistant officers. The same individual may
simultaneously hold more than one office in the corporation, except the offices
of president and secretary, unless the corporation is a professional
corporation.

     SECTION 4.2  APPOINTMENT AND TERM OF OFFICE. The officers of the
corporation shall be appointed by the board of directors for a term as
determined by the board of directors. (The designation of a specified term
grants to the officer no contract rights, and the board can remove the officer
at any time prior to the termination of such term.) If no term is specified,
they shall hold office until they resign, die, or until they are removed in the
manner provided in Section 4.3 of this Article IV.

                                       28


     SECTION 4.3  REMOVAL OF OFFICERS. Any officer or agent may be removed by
the board of directors at any time, with or without cause. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.

     SECTION 4.4  PRESIDENT. The president shall be the principal executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the board of directors. He may sign, with the secretary
or any other proper officer of the corporation thereunto authorized by the board
of directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 4.5  THE VICE PRESIDENTS. If appointed, in the absence of the
president or in the event of his death, inability or refusal to act, the vice
president (or in the event there be more than one vice president, the vice
presidents in the order

                                       29


designated at the time of their election, or in the absence of any designation,
then in the order of their appointment) shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. (If there is no vice president, then
the treasurer shall perform such duties of the president.) Any vice president
may sign, with the secretary or an assistant secretary, certificates for shares
of the corporation the issuance of which have been authorized by resolution of
the board of directors; and shall perform such other duties as from time to
time may be assigned to him by the president or by the board of directors.

     SECTION 4.6  THE SECRETARY. The secretary shall: (a) keep the minutes of
the proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of any seal of the corporation if there
is a seal of the corporation, see that it is affixed to all documents the
execution of which on behalf of the corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder; (f) sign with the
president, or a vice president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors; (g) have

                                       30


general charge of the stock transfer books of the corporation; and (h) in
general perform all duties incident to the office of the secretary and such
other duties as from time to time may be assigned to him by the president or by
the board of directors.

     SECTION 4.7  THE TREASURER. The treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for monies due and payable to the corporation from
any source whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies, or other depositories as shall be
selected by the board of directors; and (c) in general perform all of the duties
incident to the office of treasurer and such other duties as from time to time
may be assigned to him by the president or by the board of directors. If
required by the board of directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the board of directors shall determine.

     SECTION 4.8  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretaries, when authorized by the board of directors, may sign with the
president or a vice president certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the board of
directors. The assistant treasurers shall respectively, if required by the board
of directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as

                                       31


the board of directors shall determine. The assistant secretaries and assistant
treasurers, in general, shall perform such duties as shall be assigned to them
by the secretary or the treasurer, respectively, or by the president or the
board of directors.

                                    ARTICLE V

                    INDEMNIFICATION OF DIRECTORS, OFFICERS,

                              AGENTS AND EMPLOYEES

     SECTION 5.1  INDEMNIFICATION OF DIRECTORS. Unless otherwise provided in the
articles of incorporation, the corporation shall indemnify any individual made a
party to a proceeding because he is or was a director of the corporation,
against liability incurred in the proceeding, but only if the corporation has
authorized the payment in accordance with Section 8.55(c) of the Act and a
determination has been made in accordance with the procedures set forth in
Section 8.55(b) of the Act that the director met the standards of conduct in
paragraph (a), (b) and (c) below.

          (a)  STANDARD OF CONDUCT. The individual shall demonstrate that:

               (1)  he conducted himself in good faith; and

               (2)  he reasonably believed:

                    (i)  in the case of conduct in his official capacity with
                         the corporation, that his conduct was in its best
                         interests; and

                    (ii) in all other cases, that his conduct was

                                       32


                         at least not opposed to its best interests;

               (3)  in the case of any proceeding, brought by a governmental
                    entity, the director had no reasonable cause to believe his
                    conduct was unlawful and the director is not finally found
                    to have engaged in a reckless or intentional unlawful act.

          (b)  NO INDEMNIFICATION PERMITTED IN CERTAIN CIRCUMSTANCES.  The
corporation shall not indemnify a director under this Section 5.1 of Article V:

               (i)  in connection with a proceeding by or in the right of the
                    corporation in which the director was adjudged liable to the
                    corporation; or

               (ii) in connection with any other proceeding charging improper
                    personal benefit to him, whether or not involving action in
                    his official capacity, in which he was adjudged liable on
                    the basis that personal benefit was improperly received by
                    him.

          (c)  INDEMNIFICATION IN DERIVATIVE ACTIONS LIMITED. Indemnification
permitted under this Section 5.1 of Article V in connection with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

                                       33


     SECTION 5.2  ADVANCE EXPENSES FOR DIRECTORS. If a determination is made,
following the procedures of Section 8.55(b) of the Act that the director has met
the following requirements; and if an authorization of payment is made,
following the procedures and standards set forth in Section 8.55(c) of the Act
then unless otherwise provided in the articles of incorporation, the corporation
shall pay for or reimburse the reasonable expenses incurred by a director who is
a party to a proceeding in advance of final disposition of the proceeding, if:

          (1)  the director furnishes the corporation a written affirmation of
               his good faith belief that he has met the standard of conduct
               described in Section 5.1 of this Article V;

          (2)  the director furnishes the corporation a written undertaking,
               executed personally or on his behalf, to repay the advance if it
               is ultimately determined that he did not meet the standard of
               conduct (which undertaking must be an unlimited general
               obligation of the director but need not be secured and may be
               accepted without reference to financial ability to make
               repayment); and

          (3)  a determination is made that the facts then known to those making
               the determination would not preclude indemnification under
               Section 5.1 of this Article V or Section 8.50 through Section
               8.58 of the Act.

                                       34


     SECTION 5.3  INDEMNIFICATION OF OFFICERS, AGENTS AND EMPLOYEES WHO ARE NOT
DIRECTORS. Unless otherwise provided in the articles of incorporation, the board
of directors may indemnify and advance expenses to any officer, employee or
agent of the corporation, who is not a director of the corporation, to the same
extent as a director.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 6.1  CERTIFICATES FOR SHARES.

          (a)  CONTENT. Certificates representing shares of the corporation
shall at minimum, state on their face the name of the issuing corporation and
that it is formed under the laws of the State of Vermont; the name of the person
to whom issued; and the number and class of shares and the designation of the
series, if any, the certificate represents; and be in such form as determined by
the board of directors. Such certificates shall be signed (either manually or by
facsimile) by the president or a vice president and by the secretary or an
assistant secretary and may be sealed with a corporate seal or a facsimile
thereof. Each certificate for shares shall be consecutively numbered or
otherwise identified.

          (b)  LEGEND AS TO CLASS OR SERIES. If the corporation is authorized to
issue different classes of shares or different series within a class, the
designations, relative rights,

                                       35


preferences and limitations applicable to each class and the variations in
rights, preferences and limitations determined for each series (and the
authority of the board of directors to determine variations for future series)
must be summarized on the front or back of each certificate. Alternatively, each
certificate may state conspicuously on its front or back that the corporation
will furnish the shareholder this information on request in writing or without
charge.

          (c)  SHAREHOLDER LIST. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation.

          (d)  TRANSFERRING SHARES. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.

     SECTION 6.2  SHARES WITHOUT CERTIFICATES.

          (a)  ISSUING SHARES WITHOUT CERTIFICATES. Unless the articles of
incorporation provide otherwise, the board of directors may authorize the issue
of some or all of the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.

                                       36


          (b)  INFORMATION STATEMENT REQUIRED. Within a reasonable time after
the issue or transfer of shares without certificates, the corporation shall send
the shareholder a written statement containing at minimum:

               (1)  the name of the issuing corporation and that it is organized
                    under the law of this state;

               (2)  the name of the person to whom issued; and

               (3)  the number and class of shares and the designation of the
                    series, if any, of the issued shares.

     If the corporation is authorized to issue different classes of shares or
different series within a class, the written statement shall describe the
designations, relative rights, preferences and limitations applicable to each
class and the variation in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series).

     SECTION 6.3  REGISTRATION OF THE TRANSFER OF SHARES. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the

                                       37


corporation as the owner, the person in whose name shares stand on the books of
the corporation shall be deemed by the corporation to be the owner thereof for
all purposes.

     SECTION 6.4  RESTRICTIONS ON TRANSFER OF SHARES PERMITTED. The board of
directors (or shareholders) may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into, or
carrying a right to subscribe for or acquire shares). A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of the
restriction.

     A restriction on the transfer or registration of transfer of shares may be
authorized:

          (1)  to maintain the corporation's status when it is dependent on the
               number or identity of its shareholders;

          (2)  to preserve exemptions under federal or state securities law;

          (3)  for any other reasonable purpose.

     A restriction on the transfer or registration of transfer of shares may:

          (1)  obligate the shareholder first to offer the corporation or other
               persons (separately, consecutively or simultaneously) an
               opportunity to acquire the restricted shares;

                                       38


          (2)  obligate the corporation or other persons (separately,
               consecutively or simultaneously) to acquire the restricted
               shares;

          (3)  require the corporation, the holders of any class of its shares,
               or another person to approve the transfer of the restricted
               shares, if the requirement is not manifestly unreasonable;

          (4)  prohibit the transfer of the restricted shares to designated
               persons or classes of persons, if the prohibition is not
               manifestly unreasonable.

     A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferree of the holder if the
restriction is authorized by this section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by Section 6.2 of this Article VI with regard to
shares issued without certificates. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.

     SECTION 6.5  ACQUISITION OF SHARES. The corporation may acquire its own
shares and unless otherwise provided in the articles of incorporation, the
shares so acquired constitute authorized but unissued shares.

     If the articles of incorporation prohibit the reissue of acquired shares,
the number of authorized shares is reduced by the number of shares acquired,
effective upon amendment of the

                                       39


articles of incorporation, which amendment shall be adopted by the shareholders
or the board of directors without shareholder action. The articles of amendment
must be delivered to the Secretary of State and must set forth:

          (1)  the name of the corporation;

          (2)  the reduction in the number of authorized shares, itemized by
               class and series; and

          (3)  the total number of authorized shares, itemized by class and
               series, remaining after reduction of the shares.

                                   ARTICLE VII

                                  DISTRIBUTIONS

     SECTION 7.1  DISTRIBUTIONS. The board of directors may authorize, and the
corporation may make, distributions (including dividends on its outstanding
shares) in the manner and upon the terms and conditions provided by law and in
the corporation's articles of incorporation.

                                  ARTICLE VIII

                                 CORPORATE SEAL

     SECTION 8.1  CORPORATE SEAL. The board of directors may provide a corporate
seal which may be circular in form and have inscribed thereon any designation
including the name of the corporation, Vermont as the state of incorporation,
and the words "Corporate Seal."

                                       40


                                   ARTICLE IX

                                   AMENDMENTS

     SECTION 9.1  AMENDMENTS. The corporation's board of directors may amend or
repeal the corporation's by-laws unless:

          (1)  the articles of incorporation or the Act reserve this power
               exclusively to the shareholders in whole or in part; or

          (2)  the shareholders in adopting, amending, or repealing a particular
               by-law provide expressly that the board of directors may not
               amend or repeal that by-law; or

          (3)  the by-law either establishes, amends or deletes a supermajority
               shareholder quorum or voting requirement (as defined in Section
               2.8 of Article II).

     Any amendment which changes the voting or quorum requirement for the board
must comply with Article III, Section 3.8., and for the shareholders, must
comply with Article II, Section 2.8.

     The corporation's shareholders may amend or repeal the corporation's
by-laws even though the by-laws may also be amended or repealed by its board of
directors.

                                       41



                                                                    Exhibit 3.88

                                                                       [LOGO]

                                STATE OF VERMONT

                          OFFICE OF SECRETARY OF STATE


  I, DEBORAH L. MARKOWITZ, SECRETARY OF STATE OF THE STATE OF VERMONT, DO HEREBY
CERTIFY THAT THE ATTACHED IS A TRUE COPY OF

                               CORPORATE DOCUMENTS

                                       FOR

                        NEW ENGLAND WASTE SERVICES, INC.


                                               June 7, 2002

                                               GIVEN UNDER MY HAND AND THE SEAL
                                               OF THE STATE OF VERMONT, AT
                                               MONTPELIER, THE STATE CAPITAL


                                               /s/ Deborah L. Markowitz

[SEAL]

                                               DEBORAH L. MARKOWITZ
                                               SECRETARY OF STATE



                                           No. V. 50898

                             ARTICLES OF ASSOCIATION

                                     OF THE

                          VERMONT WASTE SERVICES, INC.



                                STATE OF VERMONT

                           Secretary of State's Office

                               Filed June 11, 1992

                                 /s/ [ILLEGIBLE]
                                ----------------------------
                                          Secretary of State

VERMONT
SECRETARY OF STATE
'92 JUN 11 PM 1 01



                             ARTICLES OF ASSOCIATION

The name of the corporation shall be Vermont Waste Services, Inc.

The initial registered agent shall be  Harry R. Ryan, III, Esquire
                      (NOTE:  A Corporation CANNOT be its own registered agent)

with registered office at 98 Merchants Row, P.O. Box 310, Rutland, Vermont 05702

The corporation shall be located at P.O. Box 866, Rutland, Vermont 05702

The opening year shall be?  Calendar  December 31       Fiscal_________________
                                        (Dec. 31)             (Month-day)

If a fiscal year ending is not specified, the calendar year ending December 31st
shall be designated as your fiscal year ending.

The period of duration shall be (if perpetual so state) perpetual

Please check appropriate box:

  /x/ Vermont General Corporation (T.11, Ch. 17)

  / / Worker Cooperative (T.11, Ch.8)

  / / Vermont Professional Corporation (T.11, Ch. 3)

  / / Cooperative Marketing Act (T.11, Ch. 7)

  / / Vermont Non-Profit Corporation (T.11, Ch. 19)


This corporation is organized for the purpose of:

Here set out purposes
clearly and briefly,                  To provide waste disposal services and
using separate para-                  recycling services.
graphs to cover each
separate purpose.


EACH VERMONT CORPORATION MUST FILE AN ANNUAL REPORT WITHIN TWO AND ONE HALF
(2 1/2) MONTHS AFTER THE EXPIRATION OF ITS FISCAL YEAR ENDING.



The following information regarding shares must be completed by business
corporations. NON-PROFIT CORPORATIONS CANNOT HAVE SHARES.

The aggregate number of shares the corporation shall have authority to issue is
__________ shares, preferred, with a par value of (if no par value, so state)
__________ 100 shares, common, with a par value of (if no par value, so state)
$1.00/share

If preferred shares are provided
for, state here briefly the terms
of preference.
If shares are to be divided into
classes or series, state here the
designations, preferences, limitations,
and relative rights of each class
or series.

DIRECTORS: Business corporations with three or more shareholders must have at
least three directors. If there are fewer than three shareholders, the number of
directors may be equal to, BUT NOT LESS THAN, the number of shareholders.

Non-profit corporations must have at least three directors.

The initial board of directors shall have two members with the following serving
as directors until their successors be elected and qualify:

Having named fewer than three directors I hereby state that the number of
shareholders does not exceed the number of directors.

         DIRECTORS:                                Post Office Address

     John W. Casella                       P.O. Box 866, Rutland, Vermont 05702
     Harry R. Ryan, III                    P.O. Box 310, Rutland, Vermont 05702


Dated at Rutland in the County of Rutland this 8th day of June 1992

         Incorporators                           Post Office Address

     /s/ Harry R. Ryan, III                P.O. Box 310, Rutland, Vermont 05702
    ---------------------------
     Harry R. Ryan, III

NAMES MUST BE PRINTED OR TYPED UNDER ALL SIGNATURES, NO. 101 ACTS OF 1965.

IN ADDITION TO ALL THE PRECEDING INFORMATION VERMONT PROFESSIONAL CORPORATIONS
MUST COMPLETE THE CERTIFICATE ON THE LAST PAGE OF THIS APPLICATION.



[LOGO]
                                STATE OF VERMONT

                          Office of Secretary of State                 Fee
                                                                See Reverse Side
                              ARTICLES OF AMENDMENT

                                       of

                          VERMONT WASTE SERVICES, INC.

a corporation organized and existing under the laws of the State of Vermont with
its registered Office at 98 Merchants Row, Rutland, Vermont 05701 called a
meeting of the shareholders on the 25th day of January 1993 to amend its
Articles of Association as follows:

/x/ To change its corporate name to: NEW ENGLAND WASTE SERVICES, INC.

/ / To add the following:
/ / To delete the following:
/ / To change them as follows:

          N/A


/ / To alter its authorized shares in the manner described below:

          N/A



At the time of the meeting there were 100 shares outstanding and 100 entitled to
vote (if the shares of any class are entitled to vote as a class, designate
below the class and number of outstanding shares).

The number of shares voting for and against the amendment were (if the shares of
any class are entitled to vote as a class, designate below the class and number
of outstanding shares).

100 - for;   0 - against

Date:  February 5, 1993
                                                  /s/ Douglas R. Casella
                                                -------------------------------
                                                  President or Vice-president

                                                  /s/ John Casella
                                                -------------------------------
MAR - 4 1993                                              Secretary



                                                                    Exhibit 3.89

                                    BY-LAWS

                                       OF

                        NEW ENGLAND WASTE SERVICES, INC.

                                    ARTICLE I

                                     OFFICES

     SECTION 1.1  BUSINESS OFFICE. The principal office of the corporation shall
be located at any place either within or outside the State of Vermont as
designated in the company's most current Annual Report filed with the Vermont
Secretary of State. The corporation may have such other offices, either within
or without the State of Vermont as the board of directors may designate or as
the business of the corporation may require from time to time. The corporation
shall maintain at its principal office a copy of certain records, as specified
in Section 2.14 of Article II.

     SECTION 1.2  REGISTERED OFFICE. The registered office of the corporation,
required by Section 5.01 of the Vermont Business Corporation Act (the "Act") of
shall be located within the State of Vermont and may be, but need not be,
identical with the principal office (if located within the State of Vermont).
The address of the registered office may be changed from time to time.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 2.1  ANNUAL SHAREHOLDER MEETING. The annual meeting of the
shareholders shall be held within ninety (90) days of the

                                       45


close of the corporation's fiscal year at a time and date as shall be fixed by
the board of directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of Vermont
such meeting shall be held on the next succeeding business day.

     If the election of directors shall not be held on the day designated herein
for any annual meeting of the shareholders, or at any subsequent continuation
after adjournment thereof, the board of directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as convenient.

     SECTION 2.2  SPECIAL SHAREHOLDER MEETINGS. Special meetings of the
shareholders, for any purpose or purposes, described in the meeting notice, may
be called by the president, or by the board of directors, and shall be called by
the president at the request of the holders of not less than one-tenth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.

     SECTION 2.3  PLACE OF SHAREHOLDER MEETING. The board of directors may
designate any place, either within or without the State of Vermont as the place
of meeting for any annual or any special meeting of the shareholders, unless by
written consents, which may be in the form of waivers of notice or otherwise,
all shareholders entitled to vote at the meeting designate a different place,
either within or without the State of Vermont,

                                       2


as the place for the holding of such meeting. If no designation is made by
either the directors or unanimous action of the voting shareholders, the place
of meeting shall be the principal office of the corporation in the State of
Vermont.

     SECTION 2.4  NOTICE OF SHAREHOLDER MEETING.

          (a)  REQUIRED NOTICE. Written notice stating the place, day and hour
of any annual or special shareholder meeting shall be delivered not less than 10
nor more than 60 days before the meeting, either personally or by mail, by or at
the direction of the president, the board of directors, or other persons calling
the meeting, to each shareholder of record, entitled to vote at such meeting and
to any other shareholder entitled by the Act or the articles of incorporation to
receive notice of the meeting. Notice shall be deemed to be effective at the
earlier of: (1) when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid; (2) on the date shown on the return
receipt if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee; (3) when received; or
(4) 5 days after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address other than that shown in the corporation's
current record of shareholders.

          (b)  ADJOURNED MEETING. If any shareholder meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time,
and place, if the new date, time and

                                       3


place is announced at the meeting before adjournment. But if a new record date
for the adjourned meeting is, or must be fixed, then notice must be given
pursuant to the requirements of paragraph (a) of this Section 2.4, to those
persons who are shareholders as of the new record date.

          (c)  WAIVER OF NOTICE. The shareholder may waive notice of the meeting
(or any notice required by the Act, articles of incorporation or by-laws), by a
writing signed by the shareholder entitled to the notice, which is delivered to
the corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.

               A shareholder's attendance at a meeting:

               (1)  waives objection to lack of notice or defective notice of
                    the meeting, unless the shareholder at the beginning of the
                    meeting objects to holding the meeting or transaction
                    business at the meeting;

               (2)  waives objection to consideration of a particular matter at
                    the meeting that is not within the purpose or purposes
                    described in the meeting notice, unless the shareholder
                    makes timely objection to considering the matter when it is
                    presented, or when the shareholder thereafter becomes aware
                    that the matter has been presented.

                                       4


          (d)  CONTENTS OF NOTICE. The notice of each special shareholder
meeting shall include a description of the purpose or purposes for which the
meeting is called. Except as provided in this Section 2.4(d), or as provided in
the corporation's articles, or otherwise in the Act, the notice of an annual
shareholder meeting need not include a description of the purpose or purposes
for which the meeting is called.

     If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property; (4) the dissolution of the
corporation; or (5) the removal of a director, the notice must so state and be
accompanied by respectively a copy of or summary of the: (1) articles of
amendment; (2) plan of merger or share exchange; and (3) transaction for
disposition of all the corporation's property. If the proposed corporate action
creates dissenters' rights, the notice must state that shareholders are, or may
be entitled to assert dissenters' rights, and must be accompanied by a copy of
Chapter #13 of the Act. If the corporation issues, or authorizes the issuance of
shares for promissory notes or for promises to render services in the future,
the corporation shall report in writing to all the shareholders the number of
shares authorized or issued, and the consideration received with or before the
notice of the next

                                       5


shareholder meeting. Likewise, if the corporation indemnifies or advances
expenses to a director as defined in Section 8.50(3) of the Act, this shall be
reported to all the shareholders with or before notice of the next shareholder's
meeting.

     SECTION 2.5  FIXING OF RECORD DATE. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of shareholders, or shareholders entitled to receive payment of any distribution
or dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors may fix in advance a date as the record
date. Such record date shall not be less than 10 nor more than 70 days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If no record date is so fixed by the board for the
determination of shareholders entitled to notice of, or to vote at a meeting of
shareholders, or shareholders entitled to receive a share dividend or
distribution, the record date for determination of such shareholders shall be at
the close of business on:

          (a)  With respect to an annual shareholder meeting or any special
               shareholder meeting called by the board or any person
               specifically authorized by the board or these by-laws to call a
               meeting, the date before the first notice is delivered to
               shareholders;

                                       6


          (b)  With respect to a special shareholder's meeting demanded by the
               shareholders, the date the first shareholder signs the demand;

          (c)  With respect to the payment of a share dividend, the date the
               board authorizes the share dividend;

          (d)  With respect to actions taken in writing without a meeting
               (pursuant to Article II, Section 2.12), the date the first
               shareholder signs a consent; and

          (e)  With respect to a distribution to shareholders (other than one
               involving a repurchase or reacquisition of shares), the date the
               board authorizes the distribution.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the board of directors fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

     SECTION 2.6  SHAREHOLDER LIST. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete record
of the shareholders entitled to vote at each meeting of shareholders thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. The list must be arranged by voting group (if such exists, see
Article II, Section 2.7) and within each voting group by class or

                                       7


series of shares. The shareholder list must be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting. The list
shall be available at the corporation's principal office or at the place
identified in the meeting notice in the location where the meeting is to be
held. A shareholder, his agent, or attorney is entitled on written demand to
inspect and, subject to the requirements of Section 2.14 of this Article II, to
copy the list during regular business hours and at his expense, during the
period it is available for inspection. The corporation shall maintain the
shareholder list in written form or in another form capable of conversion into
written form within a reasonable time.

     SECTION 2.7  SHAREHOLDER QUORUM AND VOTING REQUIREMENTS. If the articles of
incorporation or the Act provides for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.

     Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation, a by-law adopted pursuant to
Section 2.8 of this Article II, or the Act provide otherwise, a majority of the
votes entitled to be cast on the matter by the voting group constitutes a quorum
of that voting group for action on that matter.

     If the articles of incorporation or the Act provide for voting by two or
more voting groups on a matter, action on that

                                       8


matter is taken only when voted upon by each of those voting groups counted
separately. Action may be taken by one voting group on a matter even though no
action is taken by another voting group entitled to vote on the matter.

     Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

     If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation, a by-law adopted pursuant to Section 2.8 of this
Article II, or the Act require a greater number of affirmative votes.

     SECTION 2.8  INCREASING EITHER QUORUM OR VOTING REQUIREMENTS. For purposes
of this Section 2.8 a "supermajority" quorum is a requirement that more than a
majority of the votes of the voting group be present to constitute a quorum; and
a "supermajority" voting requirement is any requirement that requires the vote
of more than a majority of the affirmative votes of a voting group at a meeting.

     The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend or delete a by-law which fixes a
"supermajority" quorum or "supermajority" voting requirement.

                                       9


     The adoption or amendment of a by-law that adds, changes or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted by the same vote and voting groups required to
take action under the quorum and voting requirement then in effect or proposed
to be adopted, whichever is greater.

     A by-law that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended or repealed by the board of directors.

     SECTION 2.9  PROXIES. At all meetings of shareholders, a shareholder may
vote in person, or vote by proxy which is executed in writing by the shareholder
or which is executed by his duly authorized attorney-in-fact. Such proxy shall
be filed with the secretary of the corporation or other person authorized to
tabulate votes before or at the time of the meeting. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in the
proxy.

     SECTION 2.10 VOTING OF SHARES. Unless otherwise provided in the articles,
each outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.

     Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the corporation, shall be voted
at any meeting or counted in determining the total number of outstanding shares
at any

                                       10


given time for purposes of any meeting. Provided, however, the prior sentence
shall not limit the power of the corporation to vote any shares, including its
own shares, held by it in a fiduciary capacity.

     Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.

     SECTION 2.11 CORPORATION'S ACCEPTANCE OF VOTES.

          (a)  If the name signed on a vote, consent, waiver or proxy
appointment corresponds to the name of a shareholder, the corporation if acting
in good faith is entitled to accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder.

          (b)  If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the name of its shareholder, the corporation
if acting in good faith is nevertheless entitled to accept the vote, consent,
waiver or proxy appointment and give it effect as the act of the shareholder
if:

               (1)  the shareholder is an entity as defined in the Act and the
                    name signed purports to be that of an officer or agent of
                    the entity;

               (2)  the name signed purports to be that of an administrator,
                    executor, guardian, or

                                       11


                    conservator representing the shareholder and, if the
                    corporation requests, evidence of fiduciary status
                    acceptable to the corporation has been presented with
                    respect to the vote, consent, waiver or proxy appointment;

               (3)  the name signed purports to be that of a receiver or trustee
                    in bankruptcy of the shareholder and, if the corporation
                    requests, evidence of this status acceptable to the
                    corporation has been presented with respect to the vote,
                    consent, waiver or proxy appointment;

               (4)  the name signed purports to be that of a pledgee, beneficial
                    owner or attorney-in-fact of the shareholder and, if the
                    corporation requests, evidence acceptable to the corporation
                    of the signatory's authority to sign for the shareholder
                    has been presented with respect to the vote, consent, waiver
                    or proxy appointment;

               (5)  two or more persons are the shareholder as co-tenants or
                    fiduciaries and the name signed purports to be the name of
                    at least one of the co-owners and the person signing appears
                    to be acting on behalf of all the co-owners.

                                       12


          (c)  The corporation is entitled to reject a vote, consent, waiver, or
proxy appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

          (d)  The corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, or proxy appointment in good faith and in accordance with
the standards of this section are not liable in damages to the shareholder for
the consequences of the acceptance or rejection.

          (e)  Corporate action based on the acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.

     SECTION 2.12 INFORMAL ACTION BY SHAREHOLDERS.

          (a)  Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more consents in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof and are delivered to
the corporation for inclusion in the minute book or filed with the corporate
records. If the act to be taken requires that notice be given to non-voting
shareholders, the corporation shall give the non-voting shareholders written
notice of the proposed action at least 10 days before the action is taken, which
notice shall

                                       13


contain or be accompanied by the same material that would have been required if
a formal meeting had been called to consider the action. A consent signed under
this section has the effect of a meeting vote and may be described as such in
any document.

          (b)  Notwithstanding the provisions of Section 2.12(a) to the
contrary, if the articles of incorporation contain specific authority to do so,
any action required or permitted to be taken at a meeting of the shareholders
may be taken without a meeting if one or more consents in writing, setting forth
the action so taken, shall be signed by the holders of at least a majority of
all of the shares entitled to vote with respect to the subject matter thereof
and are delivered to the corporation for inclusion in this minute book or filed
with the corporate records. Prompt notice of any action taken by less than
unanimous written consent in lieu of a meeting shall be given to all
shareholders entitled to vote on such action.

     SECTION 2.13 VOTING FOR DIRECTORS. Unless otherwise provided in the
articles of incorporation, directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present.

     SECTION 2.14 SHAREHOLDER'S RIGHTS TO INSPECT CORPORATE RECORDS.

          (a)  MINUTES AND ACCOUNTING RECORDS. The corporation shall keep as
permanent records minutes of all meetings of its shareholders and board of
directors, a record of all actions taken by the shareholders or board of
directors without a

                                       14


meeting, and a record of all actions taken by a committee of the board of
directors in place of the board of directors on behalf of the corporation. The
corporation shall maintain appropriate accounting records.

          (b)  ABSOLUTE INSPECTION RIGHTS OF RECORDS REQUIRED AT PRINCIPAL
OFFICE. If a shareholder gives the corporation written notice of his demand at
least five business days before the date on which he wishes to inspect and copy,
that shareholder (or his agent or attorney) has the right to inspect and copy,
during regular business hours any of the following records, all of which the
corporation is required to keep at its principal office:

               (1)  its articles or restated articles of incorporation and all
                    amendments to them currently in effect;

               (2)  its by-laws or restated by-laws and all amendments to them
                    currently in effect;

               (3)  resolutions adopted by its board of directors creating one
                    or more classes or series of shares, and fixing their
                    relative rights, preferences, and limitations, if shares
                    issued pursuant to those resolutions are outstanding;

               (4)  the minutes of all shareholders' meetings, and records of
                    all action taken by shareholders without a meeting, for
                    the past three years;

                                       15


               (5)  all written communications to shareholders generally within
                    the past three yeras, including the financial statement
                    furnished for the past three years to the shareholders;

               (6)  a list of the names and business addresses of its current
                    directors and officers; and

               (7)  its most recent annual report delivered to the Secretary of
                    State.

          (c)  CONDITIONAL INSPECTION RIGHT. In addition, if a shareholder gives
the corporation a written demand made in good faith and for a proper purpose at
least five business days before the date on which he wishes to inspect and copy,
he describes with reasonable particularity his purpose and the records he
desires to inspect, and the records are directly connected with his purpose,
that shareholder of the corporation (or his agent or attorney) is entitled to
inspect and copy, during regular business hours at a reasonable location
specified by the corporation, any of the following records of the corporation:

               (1)  excerpts from minutes of any meeting of the board of
                    directors, records of any action of a committee of the board
                    of directors on behalf of the corporation, minutes of any
                    meeting of the shareholders, and records of action taken by
                    the shareholders or board of directors without a meeting, to
                    the extent not subject to inspection under paragraph (a)

                                       16


                    of this Section 2.14.

               (2)  accounting records of the corporation; and

               (3)  the record of shareholders (compiled no earlier than the
                    date of the shareholder's demand).

          (d)  COPY COSTS. The right to copy records includes, if reasonable,
the right to receive copies made by photographic, xerographic or other means.
The corporation may impose a reasonable charge, covering the costs of labor and
material, for copies of any documents provided to the shareholder. The charge
may not exceed the estimated cost of production or reproduction of the records.

          (e)  SHAREHOLDER INCLUDES BENEFICIAL OWNER. For purposes of this
Section 2.14, the term "shareholder" shall include a beneficial owner whose
shares are held in a voting trust or by a nominee on his behalf.

     SECTION 2.15 FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE SHAREHOLDERS.

          (a)  The corporation shall furnish its shareholders annual financial
statements, which may be consolidated or combined statements of the corporation
and one or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of changes in shareholders' equity for the year unless that
information appears elsewhere in the financial statements. If financial
statements are prepared for the

                                       17


corporation on the basis of generally accepted accounting principles, the annual
financial statements for the shareholders also must be prepared on that basis.

          (b)  If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the president or the person responsible for the
corporation's accounting records:

               (1)  stating his reasonable belief whether the statements were
                    prepared on the basis of generally accepted accounting
                    principles and, if not, describing the basis of preparation;
                    and

               (2)  describing any respects in which the statements were not
                    prepared on a basis of accounting consistent with the
                    statements prepared for the preceding year.

          (c)  A corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year. Thereafter, on
written request from a shareholder who was not mailed the statements, the
corporation shall mail him the latest financial statements.

     SECTION 2.16 DISSENTERS' RIGHTS. Each shareholder shall have the right to
dissent from and obtain payment for his shares when so authorized by the Act,
articles of incorporation, these by-laws, or in a resolution of the board of
directors.

                                       18


                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.1  GENERAL POWERS. Unless the articles of incorporation have
dispensed with or limited the authority of the board of directors by describing
who will perform some or all of the duties of a board of directors, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be managed under the direction of
the board of directors.

     SECTION 3.2  NUMBER, TENURE, AND QUALIFICATIONS OF DIRECTORS. The number of
directors of the corporation shall be three unless there shall be less than
three shareholders, in which event the shareholders may provide for the number
of directors to be no less than the number of shareholders. Each director shall
hold office until the next annual meeting of shareholders or until removed.
However, if his term expires, he shall continue to serve until his successor
shall have been elected and qualified or until there is a decrease in the number
of directors. Directors need not be residents of the State of Vermont or
shareholders of the corporation unless so required by the articles of
incorporation.

     SECTION 3.3  REGULAR MEETINGS OF THE BOARD OF DIRECTORS. A regular meeting
of the board of directors shall be held without other notice than this by-law
immediately after, and at the same place as, the annual meeting of shareholders.
The board of directors may provide, by resolution, the time and place, either

                                       19


within or without the State of Vermont for the holding of regular meetings which
shall be held without other notice than such resolution. If so permitted by
Section 3.7, any such regular meeting may be held by telephone.

     SECTION 3.4  SPECIAL MEETINGS OF THE BOARD. Special meetings of the board
of directors may be called by or at the request of the President or any one
director. The person or persons authorized to call special meetings of the board
of directors may fix any place, either within or without the State of Vermont,
as the place for holding any special meeting of the board of directors called by
them, or if permitted by Section 3.7, such meeting may be held by telephone.

     SECTION 3.5  NOTICE OF, AND WAVIER OF NOTICE FOR, SPECIAL DIRECTOR
MEETINGS. Unless the articles of incorporation provide for a longer or shorter
period, notice of any special director meeting shall be given at least two days
previously thereto either orally or in writing. If mailed, notice of any
director meeting shall be deemed to be effective at the earlier of: (1) when
received; (2) five days after deposited in the United States mail, addressed to
the director's business office, with postage thereon prepaid; or (3) the date
shown on the return receipt if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the director.
Any director may waive notice of any meeting. Except as provided in the next
sentence, the waiver must be in writing, signed by the director entitled to the
notice, and filed with the minutes or

                                       20


corporate records. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business and at the
beginning of the meeting (or promptly upon his arrival) objects to holding the
meeting or transacting business at the meeting, and does not thereafter vote for
or assent to action taken at the meeting. Unless required by the articles of
incorporation, neither the business to be transacted at, nor the purpose of, any
special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.

     SECTION 3.6  DIRECTOR QUORUM. If by-law Section 3.2 establishes a fixed
board size, a majority of the number of directors shall constitute a quorum for
the transaction of business at any meeting of the board of directors, unless the
articles require a greater number.

     Any amendment to this quorum requirement is subject to the provisions of
Section 3.8 of this Article III.

     SECTION 3.7  DIRECTORS, MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present when the vote is
taken shall be the act of the board of directors unless the articles of
incorporation require a greater percentage. Any amendment which changes the
number of directors needed to take action, is subject to the provisions of
Section 3.8 of this Article III.

                                       21


     Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.

     A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed to
have assented to the action taken unless: (l) he objects at the beginning of
the meeting for promptly upon his arrival) to holding it or transacting business
at the meeting, or (2) his dissent or abstention from the action taken is
entered in the minutes of the meeting; or (3) he delivers written notice of his
dissent or abstention to the presiding officer of the meeting before its
adjournment or to the corporation immediately after adjournment of the meeting.
The right of dissent or abstention is not available to a director who votes in
favor of the action taken.

     SECTION 3.8  ESTABLISHING A "SUPERMAJORITY" QUORUM OR VOTING REQUIREMENT
FOR THE BOARD OF DIRECTORS. For purposes of this Section 3.8, a "supermajority"
quorum is a requirement that more than a majority of the directors in office
constitute a quorum, and a "supermajority" voting requirement is any requirement
that requires the vote of more than a majority of those directors present at a
meeting at which a quorum is present to be the act

                                       22


of the directors.

     A by-law that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:

          (1)  if originally adopted by the shareholders, only by the
               shareholders (unless otherwise provided by the shareholders);

          (2)  if originally adopted by the board of directors, either by the
               shareholders or by the board of directors.

     A by-law adopted or amended by the shareholders that fixes a supermajority
quorum or supermajority voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the board of directors.

     Subject to the provisions of the preceding paragraph, action by the board
of directors to adopt, amend, or repeal a by-law that changes the quorum or
voting requirement for the board of directors must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.

     SECTION 3.9  DIRECTOR ACTION WITHOUT A MEETING. Unless the articles of
incorporation provide otherwise, any action required or permitted to be taken by
the board of directors at a meeting may be taken without a meeting if all of the
directors take the action, each one signs a written consent describing the
action

                                       23


taken, and the consents are filed with the records of the corporation. Action
taken by consents is effective when the last director signs the consent, unless
the consent specifies a different effective date. A signed consent has the
effect of a meeting vote and may be described as such in any document.

     SECTION 3.10 REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors at a meeting called for that purpose if notice has been given that a
purpose of the meeting is such removal. The removal may be with or without cause
unless the articles provide that directors may only be removed with cause. If a
director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove him. If cumulative
voting is authorized, a director may not be removed if the number of votes
sufficient to elect him under cumulative voting is voted against his removal. If
cumulative voting is not authorized, a director may be removed only if the
number of votes cast to remove him exceeds the number of votes cast not to
remove him.

     SECTION 3.11 BOARD OF DIRECTOR VACANCIES. Unless the articles of
incorporation provide otherwise, if a vacancy occurs on the board of directors,
including a vacancy resulting from an increase in the number of directors, the
shareholders may fill the vacancy. During such time that the shareholders fail
or are unable to fill such vacancies then and until the shareholders act:

          (1)  the board of directors may fill the vacancy; or

                                       24


          (2)  if the directors remaining in office constitute fewer than a
               quorum of the board, they may fill the vacancy by the affirmative
               vote of a majority of all the directors remaining in office.

     If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders.

     A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

     The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his term
expires, he shall continue to serve until his successor is elected and qualifies
or until there is a decrease in the number of directors.

     SECTION 3.12 DIRECTOR COMPENSATION. Unless otherwise provided in the
articles of incorporation, by resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
board of directors, and may be paid a stated salary as a director or a fixed sum
for attendance at each meeting of the board of directors or both. No such
payment shall preclude any director from serving the corporation in any capacity
and receiving compensation therefor.

                                       25


     SECTION 3.13 DIRECTOR COMMITTEES.

          (a)  CREATION OF COMMITTEES. Unless the articles of incorporation
provide otherwise, the board of directors may create one or more committees and
appoint members of the board of directors to serve on them. Each committee must
have two or more members, who serve at the pleasure of the board of directors.

          (b)  SELECTION OF MEMBERS. The creation of a committee and appointment
of members to it must be approved by the greater of (1) a majority of all the
directors in office when the action is taken or (2) the number of directors
required by the articles of incorporation to take such action, (or if not
specified in the articles the numbers required by Section 3.7 of this Article
III to take action).

          (c)  REQUIRED PROCEDURES. Sections 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 of
this Article III, which govern meetings, action without meetings, notice and
waiver of notice, quorum and voting requirements of the board of directors,
apply to committees and their members.

          (d)  AUTHORITY. Unless limited by the articles of incorporation, each
committee may exercise those aspects of the authority of the board of directors
which the board of directors confers upon such committee in the resolution
creating the committee. Provided, however, a committee may not:

               (1)  authorize distributions;

                                       26


               (2)  approve or propose to shareholders action that the Act
                    requires be approved by shareholders;

               (3)  fill vacancies on the board of directors or on any of its
                    committees;

               (4)  amend the articles of incorporation pursuant to the
                    authority of directors, to do so granted by Section 10.02 of
                    the Act;

               (5)  adopt, amend, or repeal bylaws;

               (6)  approve a plan of merger not requiring shareholder approval;

               (7)  authorize or approve reacquisition of shares, except
                    according to a formula or method prescribed by the board of
                    directors; or

               (8)  authorize or approve the issuance or sale or contract for
                    sale of shares or determine the designation and relative
                    rights, preferences, and limitation of a class or series of
                    shares, except that the board of directors may authorize a
                    committee (or a senior executive officer of the corporation)
                    to do so within limits specifically prescribed by the board
                    of directors.

                                       27


                                   ARTICLE IV

                                    OFFICERS

     SECTION 4.1  NUMBER OF OFFICERS. The officers of the corporation shall be a
president, a secretary, and a treasurer, each of whom shall be appointed by the
board of directors. Such other officers and assistant officers as may be deemed
necessary, including any vice-presidents, may be appointed by the board of
directors. If specifically authorized by the board of directors, an officer may
appoint one or more officers or assistant officers. The same individual may
simultaneously hold more than one office in the corporation, except the offices
of president and secretary, unless the corporation is a professional
corporation.

     SECTION 4.2  APPOINTMENT AND TERM OF OFFICE. The officers of the
corporation shall be appointed by the board of directors for a term as
determined by the board of directors. (The designation of a specified term
grants to the officer no contract rights, and the board can remove the officer
at any time prior to the termination of such term.) If no term is specified,
they shall hold office until they resign, die, or until they are removed in the
manner provided in Section 4.3 of this Article IV.

     SECTION 4.3  REMOVAL OF OFFICERS. Any officer or agent may be removed by
the board of directors at any time, with or without cause. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.

                                       28


     SECTION 4.4  PRESIDENT. The president shall be the principal executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the board of directors. He may sign, with the secretary
or any other proper officer of the corporation thereunto authorized by the board
of directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 4.5  THE VICE PRESIDENTS. If appointed, in the absence of the
president or in the event of his death, inability or refusal to act, the vice
president (or in the event there be more than one vice president, the vice
presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their appointment) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. (If there
is no vice president, then the

                                       29


treasurer shall perform such duties of the president.) Any vice president may
sign, with the secretary or an assistant secretary, certificates for shares of
the corporation the issuance of which have been authorized by resolution of the
board of directors; and shall perform such other duties as from time to time may
be assigned to him by the president or by the board of directors.

     SECTION 4.6  THE SECRETARY. The secretary shall: (a) keep the minutes of
the proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of any seal of the corporation if there
is a seal of the corporation, see that it is affixed to all documents the
execution of which on behalf of the corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder; (f) sign with the
president, or a vice president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors; (g) have general charge of the stock transfer books of the
corporation; and (h) in general perform all duties incident to the office of the
secretary and such other duties as from time to time may be, assigned to him by
the president or by the board of directors.

                                       30


     SECTION 4.7  THE TREASURER. The treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for monies due and payable to the corporation from
any source whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies, or other depositories as shall be
selected by the board of directors; and (c) in general perform all of the duties
incident to the office of treasurer and such other duties as from time to time
may be assigned to him by the president or by the board of directors. If
required by the board of directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the board of directors shall determine.

     SECTION 4.8  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretaries, when authorized by the board of directors, may sign with the
president or a vice president certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the board of
directors. The assistant treasurers shall respectively, if required by the board
of directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively, or by
the president or the board of

                                       31


directors.

                                    ARTICLE V

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,

                              AGENTS AND EMPLOYEES

     SECTION 5.1  INDEMNIFICATION OF DIRECTORS. Unless otherwise provided in the
articles of incorporation, the corporation shall indemnify any individual made a
party to a proceeding because he is or was a director of the corporation,
against liability incurred in the proceeding, but only if the corporation has
authorized the payment in accordance with Section 8.55(c) of the Act and a
determination has been made in accordance with the procedures set forth in
Section 8.55(b) of the Act that the director met the standards of conduct in
paragraph (a), (b) and (c) below.

          (a)  STANDARD OF CONDUCT. The individual shall demonstrate that:

               (1)  he conducted himself in good faith; and

               (2)  he reasonably believed:

                    (i)  in the case of conduct in his official capacity with
                         the corporation, that, his conduct was in its best
                         interests; and

                    (ii) in all other cases, that his conduct was at least not
                         opposed to its best interests;


               (3)  in the case of any proceeding, brought by a governmental
                    entity, the director had no

                                       32


                    reasonable cause to believe his conduct was unlawful and the
                    director is not finally found to have engaged in a reckless
                    or intentional unlawful act.

          (b)  NO INDEMNIFICATION PERMITTED IN CERTAIN CIRCUMSTANCES. The
corporation shall not indemnify a director under this Section 5.1 of Article V:

               (i)  in connection with a proceeding by or in the right of the
                    corporation in which the director was adjudged liable to the
                    corporation; or

               (ii) in connection with any other proceeding charging improper
                    personal benefit to him, whether or not involving action in
                    his official capacity, in which he was adjudged liable on
                    the basis that personal benefit was improperly received by
                    him.

          (c)  INDEMNIFICATION IN DERIVATIVE ACTIONS LIMITED. Indemnification
permitted under this section 5.1 of Article V in connection with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

     SECTION 5.2  ADVANCE EXPENSES FOR DIRECTORS. If a determination is made,
following the procedures of Section 8.55(b) of the Act that the director has met
the following requirements; and if an authorization of payment is made,

                                       33


following the procedures and standards set forth in Section 8.55(c) of the Act
then unless otherwise provided in the articles of incorporation, the corporation
shall pay for or reimburse the reasonable expenses incurred by a director who is
a party to a proceeding in advance of final disposition of the proceeding, if:

               (1)  the director furnishes the corporation a written affirmation
                    of his good faith belief that he has met the standard of
                    conduct described in Section 5.1 of this Article V;

               (2)  the director furnishes the corporation a written
                    undertaking, executed personally or on his behalf, to repay
                    the advance if it is ultimately determined that he did not
                    meet the standard of conduct (which undertaking must be an
                    unlimited general obligation of the director but need not be
                    secured and may be accepted without reference to financial
                    ability to make repayment); and

               (3)  a determination is made that the facts then known to those
                    making the determination would not preclude indemnification
                    under Section 5.1 of this Article V or Section 8.50 through
                    Section 8.58 of the Act.

     SECTION 5.3  INDEMNIFICATION OF OFFICERS, AGENTS AND EMPLOYEES WHO ARE NOT
DIRECTORS. Unless otherwise provided in the articles of incorporation, the board
of directors may indemnify and advance expenses to any officer, employee or
agent

                                       34


of the corporation, who is not a director of the corporation, to the same extent
as a director.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 6.1  CERTIFICATES FOR SHARES.

          (a)  CONTENT. Certificates representing shares of the corporation
shall at minimum, state on their face the name of the issuing corporation and
that it is formed under the laws of the State of Vermont; the name of the person
to whom issued; and the number and class of shares and the designation of the
series, if any, the certificate represents; and be in such form as determined by
the board of directors. Such certificates shall be signed (either manually or by
facsimile) by the president or a vice president and by the secretary or an
assistant secretary and may be sealed with a corporate seal or a facsimile
thereof. Each certificate for shares shall be consecutively numbered or
otherwise identified.

          (b)  LEGEND AS TO CLASS OR SERIES. If the corporation is authorized to
issue different classes of shares or different series within a class, the
designations, relative rights, preferences and limitations applicable to each
class and the variations in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series) must be summarized on the front or back of each certificate.
Alternatively, each

                                       35


certificate may state conspicuously on its front or back that the corporation
will furnish the shareholder this information on request in writing or without
charge.

          (c)  SHAREHOLDER LIST. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation.

          (d)  TRANSFERRING SHARES. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.

     SECTION 6.2  SHARES WITHOUT CERTIFICATES.

          (a)  ISSUING SHARES WITHOUT CERTIFICATES. Unless the articles of
incorporation provide otherwise, the board of directors may authorize the issue
of some or all of the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.

          (b)  INFORMATION STATEMENT REQUIRED. Within a reasonable time after
the issue or transfer of shares without certificates, the corporation shall send
the shareholder a written statement containing at minimum:

                                       36


               (1)  the name of the issuing corporation and that it is organized
                    under the law of this state;

               (2)  the name of the person to whom issued; and

               (3)  the number and class of shares and the designation of the
                    series, if any, of the issued shares.

     If the corporation is authorized to issue different classes of shares or
different series within a class, the written statement shall describe the
designations, relative rights, preferences and limitations applicable to each
class and the variation in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series).

     SECTION 6.3  REGISTRATION OF THE TRANSFER OF SHARES. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the owner, the person in whose name
shares stand on the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes.

                                       37


     SECTION 6.4  RESTRICTIONS ON TRANSFER OF SHARES PERMITTED. The board of
directors (or shareholders) may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into, or
carrying a right to subscribe for or acquire shares). A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of the
restriction.

     A restriction on the transfer or registration of transfer of shares may be
authorized:

          (1)  to maintain the corporation's status when it is dependent on the
               number or identity of its shareholders;

          (2)  to preserve exemptions under federal or state securities law;

          (3)  for any other reasonable purpose.

     A restriction on the transfer or registration of transfer of shares may:

          (1)  obligate the shareholder first to offer the corporation or other
               persons (separately, consecutively or simultaneously) an
               opportunity to acquire the restricted shares;

          (2)  obligate the corporation or other persons (separately,
               consecutively or simultaneously) to acquire the restricted
               shares;

                                       38


          (3)  require the corporation, the holders of any class of its shares,
               or another person to approve the transfer of the restricted
               shares, if the requirement is not manifestly unreasonable;

          (4)  prohibit the transfer of the restricted shares to designated
               persons or classes of persons, if the prohibition is not
               manifestly unreasonable.

     A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferree of the holder if the
restriction is authorized by this section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by Section 6.2 of this Article VI with regard to
shares issued without certificates. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.

     SECTION 6.5  ACQUISITION OF SHARES. The corporation may acquire its own
shares and unless otherwise provided in the articles of incorporation, the
shares so acquired constitute authorized but unissued shares.

     If the articles of incorporation prohibit the reissue of acquired shares,
the number of authorized shares is reduced by the number of shares acquired,
effective upon amendment of the articles of incorporation, which amendment shall
be adopted by the shareholders or the board of directors without shareholder

                                       39


action. The articles of amendment must be delivered to the Secretary of State
and must set forth:

          (1)  the name of the corporation;

          (2)  the reduction in the number of authorized shares, itemized by
               class and series; and

          (3)  the total number of authorized shares, itemized by class and
               series, remaining after reduction of the shares.

                                   ARTICLE VII

                                  DISTRIBUTIONS

     SECTION 7.1  DISTRIBUTIONS. The board of directors may authorize, and the
corporation may make, distributions (including dividends on its outstanding
shares) in the manner and upon the terms and conditions provided by law and in
the corporation's articles of incorporation.

                                  ARTICLE VIII

                                 CORPORATE SEAL

     SECTION 8.1  CORPORATE SEAL. The board of directors may provide a corporate
seal which may be circular in form and have inscribed thereon any designation
including the name of the corporation, Vermont as the state of incorporation,
and the words "Corporate Seal."

                                       40


                                   ARTICLE IX

                                   AMENDMENTS

     SECTION 9.1  AMENDMENTS. The corporation's board of directors may amend or
repeal the corporation's by-laws unless:

          (1)  the articles of incorporation or the Act reserve this power
               exclusively to the shareholders in whole or in part; or

          (2)  the shareholders in adopting, amending, or repealing a
               particular by-law provide expressly that the board of
               directors may not amend or repeal that by-law; or

          (3)  the by-law either establishes, amends or deletes a supermajority
               shareholder quorum or voting requirement (as defined in Section
               2.8 of Article II).

     Any amendment which changes the voting or quorum requirement for the board
must comply with Article III, Section 3.8., and for the shareholders must
comply with Article II, Section 2.8.

     The corporation's shareholders may amend or repeal the corporation's
by-laws even though the by-laws may also be amended or repealed by its board of
directors.

                                       41



                                                                    Exhibit 3.90

[LOGO]

                                STATE OF VERMONT

                          OFFICE OF SECRETARY OF STATE

  I, DEBORAH L. MARKOWITZ, SECRETARY OF STATE OF THE STATE OF VERMONT, DO HEREBY
CERTIFY THAT THE ATTACHED IS A TRUE COPY OF


                               CORPORATE DOCUMENTS

                                       FOR

                         NEWBURY WASTE MANAGEMENT, INC.



                                          JULY 1, 2002

                                          GIVEN UNDER MY HAND AND THE SEAL
                                          OF THE STATE OF VERMONT, AT
                                          MONTPELIER, THE STATE CAPITAL


                                          /s/ Deborah L. Markowitz


                                          DEBORAH L. MARKOWITZ
                                          SECRETARY OF STATE

[SEAL]



                                                                         V.44362

                             ARTICLES OF ASSOCIATION

                                     OF THE

                             NEWBURY LANDFILL, INC.


                                STATE OF VERMONT

                           SECRETARY OF STATE'S OFFICE

                               Filed August 1 1988


                                 /s/ [ILLEGIBLE]
                               ---------------------------
                                        Secretary of State

[ILLEGIBLE]



                             ARTICLES OF ASSOCIATION

The name of the corporation shall be Newbury Landfill, Inc.

The initial registered agent shall be John Casella
                       (NOTE:  A corporation CANNOT be its own registered agent)

with registered office at Post Office Box 866, Rutland, Vermont 05701

The corporation shall be located at Post Office Box 866, Rutland, Vermont 05701

The operating year shall be? Calendar December 31   Fiscal                     .
                                     ------------         --------------------
                                       (Dec 31)                 (Month-day)

If a fiscal year ending is not specified, the calendar year ending December 31st
shall be designated as your fiscal year ending.

The period of duration shall be (if perpetual so state) perpetual.

Please check appropriate box:

     /X/  Vermont General Corporation (T.11, Ch.17)

     / /  Vermont Professional Corporation (T.11, Ch.3)

     / /  Vermont Non-Profit Corporation (T.11, Ch. 19)

This corporation is organized
  for the purpose of:           to own and operate a landfill business and
                                disposal facilities, and any other activity
                                associated therewith or necessary thereto not
                                repugnant to the laws of the State of Vermont or
                                any other jurisdiction wherein the said Newbury
                                Landfill, Inc. shall be authorized to do
                                business.

Here set out purposes clearly and briefly, using separate paragraphs to cover
each separate purpose.

EACH VERMONT CORPORATION MUST FILE AN ANNUAL REPORT WITHIN TWO AND ONE HALF
(2 1/2) MONTHS AFTER THE EXPIRATION OF ITS FISCAL YEAR ENDING.



The following information regarding shares must be completed by business
corporations. Non-profit corporations cannot have shares.

The aggregate number of shares the corporation shall have authority to issue is
_____ shares, preferred, with a par value of (if no par value, so state)
100 shares, common, with a par value of (if no par value, so state)
ONE DOLLAR EACH

If preferred shares are provided for, state here briefly the terms of
preference. If shares are to be divided into classes or series, state here
the designations, preferences, limitations, and relative rights of each class
or series.

DIRECTORS: Business corporations with three or more shareholders must have at
least three directors. If there are fewer than three shareholders, the number of
directors may be equal to; but not less than, the number of shareholders.

Non-profit corporations must have at least three directors.

The initial board of directors shall have two members with the following serving
as directors until their successors be elected and qualify:

Having named fewer than three directors I hereby state that the number of
shareholders does not exceed the number of directors.

        DIRECTORS:                             Post Office Address

     John W. Casella                Post Office Box 866, Rutland, Vermont 05701

     Douglas Casella                Post Office Box 866, Rutland, Vermont 05701

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

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

Dated at Rutland, in the County of Rutland this _________ day of July 1988.

          Incorporators                         Post Office Address

/s/ John W. Casella                 Post Office Box 866, Rutland, Vermont 05701
- ------------------------
John W. Casella


/s/ Douglas Casella                 Post Office Box 866, Rutland, Vermont 05701
- ------------------------
Douglas Casella

Names must be PRINTED OR TYPED under all signatures, No. 101 Acts of 1965.

IN ADDITION TO ALL THE PRECEDING INFORMATION VERMONT PROFESSIONAL CORPORATIONS
MUST COMPLETE THE CERTIFICATE ON THE LAST PAGE OF THIS APPLICATION.



                                                                         V.44362

[LOGO]                          STATE OF VERMONT                 Fee $5.00

                          OFFICE OF SECRETARY OF STATE


                                   CERTIFICATE

                                       OF

                               ISSUANCE OF SHARES

     NEWBURY LANDFILL, INC. a corporation organized and existing under the laws
of the State of Vermont issued the following number of shares on August 5, 1988.

Common Shares:

     _________ shares having no par value

        100    shares having a par value of $1.00 per share.

Preferred Shares:

     _________ shares having no par value

     _________ shares having a par value of ____ per share.


(Here designate series
and classes of shares
issued, if any)


                                                          8/11/88
                                              ----------------------------------
                                                            Date


                                                     /s/ John W. Casella
                                              ----------------------------------
                                                 President or Vice President


                                                    /s/ Douglas R. Casella
                                              ----------------------------------
                                                   Secretary or Treasurer

                      ************************************

THIS CERTIFICATE MUST BE SIGNED BY TWO OFFICERS AS INDICATED AND FILED WITH THE
SECRETARY OF STATE WITHIN 30 DAYS OF THE ISSUANCE OF SHARES.

   STATE OF VERMONT                               VERMONT
OFFICE OF SECRETARY OF STATE                SECRETARY OF STATE
FILED 9/6/88                                 88 SEP-6 PM 2:49
/s/ [ILLEGIBLE]
- -----------------



                                                                         V.44362

                                STATE OF VERMONT                     FEE
                                                               See Reverse Side
                          OFFICE OF SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

                                       OF

                             NEWBURY LANDFILL, INC.

a corporation organized and existing under the laws of the State of Vermont with
its registered office at Post Office Box 866, Rutland, Vermont 05701 called a
meeting of the shareholders on the 25th day of August, 1988 to amend the
Articles of Association as follows:

/X/ To change the corporate name to: Newbury Waste Management, Inc.

/ / To add the following: / / To delete the following: / / To change them as
follows:


/ / To alter its authorized shares in the manner described below:

At the time of the meeting there were 100 shares outstanding and 100 entitled to
vote (if the shares of any class are entitled to vote as a class, designate
below the class and number of outstanding shares).

The number of shares voting for and against the amendment were (if the shares
of any class are entitled to vote as a class, designate below the class and
number of outstanding shares).

      Unanimous vote in favor of name change

Date: 8/25/88                                        /s/ John W. Casella
                                              ----------------------------------
                                                 President or Vice President


                                                    /s/ Douglas R. Casella
                                              ----------------------------------
                                                         Secretary

     VERMONT
SECRETARY OF STATE

9-9-88



                                                                    Exhibit 3.91

                                     BY-LAWS

                                       OF

                         NEWBURY WASTE MANAGEMENT, INC.

                                    ARTICLE I

                                     OFFICES

     SECTION 1.1  BUSINESS OFFICE. The principal office of the corporation shall
be located at any place either within or outside the State of Vermont as
designated in the company's most current Annual Report filed with the Vermont
Secretary of State. The corporation may have such other offices, either within
or without the State of Vermont as the board of directors may designate or as
the business of the corporation may require from time to time. The corporation
shall maintain at its principal office a copy of certain records, as specified
in Section 2.14 of Article II.

     SECTION 1.2  REGISTERED OFFICE. The registered office of the corporation,
required by Section 5.01 of the Vermont Business Corporation Act (the "Act") of
shall be located within the State of Vermont and may be, but need not be,
identical with the principal office (if located within the State of Vermont).
The address of the registered office may be changed from time to time.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 2.1  ANNUAL SHAREHOLDER MEETING. The annual meeting of the
shareholders shall be held within ninety (90) days of the

                                       43


close of the corporation's fiscal year at a time and date as shall be fixed by
the board of directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of Vermont
such meeting shall be held on the next succeeding business day.

     If the election of directors shall not be held on the day designated herein
for any annual meeting of the shareholders, or at any subsequent continuation
after adjournment thereof, the board of directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as convenient.

     SECTION 2.2  SPECIAL SHAREHOLDER MEETINGS. Special meetings of the
shareholders, for any purpose or purposes, described in the meeting notice, may
be called by the president, or by the board of directors, and shall be called by
the president at the request of the holders of not less than one-tenth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.

     SECTION 2.3  PLACE OF SHAREHOLDER MEETING. The board of directors may
designate any place, either within or without the State of Vermont as the place
of meeting for any annual or any special meeting of the shareholders, unless by
written consents, which may be in the form of waivers of notice or otherwise,
all shareholders entitled to vote at the meeting designate a different place,
either within or without the State of Vermont,

                                        2


as the place for the holding of such meeting. If no designation is made by
either the directors or unanimous action of the voting shareholders, the place
of meeting shall be the principal office of the corporation in the State of
Vermont.

     SECTION 2.4  NOTICE OF SHAREHOLDER MEETING.

          (a)  REQUIRED NOTICE. Written notice stating the place, day and hour
of any annual or special shareholder meeting shall be delivered not less than 10
nor more than 60 days before the meeting, either personally or by mail, by or at
the direction of the president, the board of directors, or other persons calling
the meeting, to each shareholder of record, entitled to vote at such meeting and
to any other shareholder entitled by the Act or the articles of incorporation to
receive notice of the meeting. Notice shall be deemed to be effective at the
earlier of: (1) when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid; (2) on the date shown on the return
receipt if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee; (3) when received; or
(4) 5 days after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address other than that shown in the corporation's
current record of shareholders.

          (b)  ADJOURNED MEETING. If any shareholder meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time,
and place, if the new date, time and

                                        3


place is announced at the meeting before adjournment. But if a new record date
for the adjourned meeting is, or must be fixed, then notice must be given
pursuant to the requirements of paragraph (a) of this Section 2.4, to those
persons who are shareholders as of the new record date.

          (c)  WAIVER OF NOTICE. The shareholder may waive notice of the meeting
(or any notice required by the Act, articles of incorporation or by-laws), by a
writing signed by the shareholder entitled to the notice, which is delivered to
the corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.

               A shareholder's attendance at a meeting:

               (1)  waives objection to lack of notice or defective notice of
                    the meeting, unless the shareholder at the beginning of the
                    meeting objects to holding the meeting or transaction
                    business at the meeting;

               (2)  waives objection to consideration of a particular matter at
                    the meeting that is not within the purpose or purposes
                    described in the meeting notice, unless the shareholder
                    makes timely objection to considering the matter when it is
                    presented, or when the shareholder thereafter becomes aware
                    that the matter has been presented.

                                        4


          (d)  CONTENTS OF NOTICE. The notice of each special shareholder
meeting shall include a description of the purpose or purposes for which the
meeting is called. Except as provided in this Section 2.4(d), or as provided in
the corporation's articles, or otherwise in the Act, the notice of an annual
shareholder meeting need not include a description of the purpose or purposes
for which the meeting is called.

     If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange or other disposition of all, or
substantially all of the corporation's property; (4) the dissolution of the
corporation; or (5) the removal of a director, the notice must so state and be
accompanied by respectively a copy of or summary of the: (1) articles of
amendment; (2) plan of merger or share exchange; and (3) transaction for
disposition of all the corporation's property. If the proposed corporate action
creates dissenters' rights, the notice must state that shareholders are, or may
be entitled to assert dissenters' rights, and must be accompanied by a copy of
Chapter #13 of the Act. If the corporation issues, or authorizes the issuance of
shares for promissory notes or for promises to render services in the future,
the corporation shall report in writing to all the shareholders the number of
shares authorized or issued, and the consideration received with or before the
notice of the next

                                        5


shareholder meeting. Likewise, if the corporation indemnifies or advances
expenses to a director as defined in Section 8.50(3) of the Act, this shall be
reported to all the shareholders with or before notice of the next shareholder's
meeting.

     SECTION 2.5  FIXING OF RECORD DATE. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of shareholders, or shareholders entitled to receive payment of any distribution
or dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors may fix in advance a date as the record
date. Such record date shall not be less than 10 nor more than 70 days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If no record date is so fixed by the board for the
determination of shareholders entitled to notice of, or to vote at a meeting of
shareholders, or shareholders entitled to receive a share dividend or
distribution, the record date for determination of such shareholders shall be at
the close of business on:

          (a)  With respect to an annual shareholder meeting or any special
shareholder meeting called by the board or any person specifically authorized by
the board or these by-laws to call a meeting, the date before the first notice
is delivered to shareholders;

                                        6


          (b)  With respect to a special shareholder's meeting demanded by the
shareholders, the date the first shareholder signs the demand;

          (c)  With respect to the payment of a share dividend, the date the
board authorizes the share dividend;

          (d)  With respect to actions taken in writing without a meeting
(pursuant to Article II, Section 2.12), the date the first shareholder signs a
consent; and

          (e)  With respect to a distribution to shareholders (other than one
involving a repurchase or reacquisition of shares), the date the board
authorizes the distribution.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the board of directors fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

     SECTION 2.6  SHAREHOLDER LIST. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make a complete
record of the shareholders entitled to vote at each meeting of shareholders
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each. The list must be arranged by voting group (if such exists,
see Article II, Section 2.7) and within each voting group by class or

                                        7


series of shares. The shareholder list must be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting. The list
shall be available at the corporation's principal office or at the place
identified in the meeting notice in the location where the meeting is to be
held. A shareholder, his agent, or attorney is entitled on written demand to
inspect and, subject to the requirements of Section 2.14 of this Article II, to
copy the list during regular business hours and at his expense, during the
period it is available for inspection. The corporation shall maintain the
shareholder list in written form or in another form capable of conversion into
written form within a reasonable time.

     SECTION 2.7  SHAREHOLDER QUORUM AND VOTING REQUIREMENTS. If the articles of
incorporation or the Act provides for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.

     Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation, a by-law adopted pursuant to
Section 2.8 of this Article II, or the Act provide otherwise, a majority of the
votes entitled to be cast on the matter by the voting group constitutes a quorum
of that voting group for action on that matter.

     If the articles of incorporation or the Act provide for voting by two or
more voting groups on a matter, action on that

                                        8


matter is taken only when voted upon by each of those voting groups counted
separately. Action may be taken by one voting group on a matter even though no
action is taken by another voting group entitled to vote on the matter.

     Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

     If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation, a by-law adopted pursuant to Section 2.8 of this
Article II, or the Act require a greater number of affirmative votes.

     SECTION 2.8 INCREASING EITHER QUORUM OR VOTING REQUIREMENTS. For purposes
of this Section 2.8 a "supermajority" quorum is a requirement that more than a
majority of the votes of the voting group be present to constitute a quorum; and
a "supermajority" voting requirement is any requirement that requires the vote
of more than a majority of the affirmative votes of a voting group at a meeting.

     The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend or delete a by-law which fixes a
"supermajority" quorum or "supermajority" voting requirement.

                                        9


     The adoption or amendment of a by-law that adds, changes or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted by the same vote and voting groups required to
take action under the quorum and voting requirement then in effect or proposed
to be adopted, whichever is greater.

     A by-law that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended or repealed by the board of directors.

     SECTION 2.9 PROXIES. At all meetings of shareholders, a shareholder may
vote in person, or vote by proxy which is executed in writing by the shareholder
or which is executed by his duly authorized attorney-in-fact. Such proxy shall
be filed with the secretary of the corporation or other person authorized to
tabulate votes before or at the time of the meeting. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in the
proxy.

     SECTION 2.10 VOTING OF SHARES. Unless otherwise provided in the articles,
each outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.

     Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the corporation, shall be voted
at any meeting or counted in determining the total number of outstanding shares
at any

                                       10


given time for purposes of any meeting. Provided, however, the prior sentence
shall not limit the power of the corporation to vote any shares, including its
own shares, held by it in a fiduciary capacity.

     Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.

     SECTION 2.11 CORPORATION'S ACCEPTANCE OF VOTES,

          (a)  If the name signed on a vote, consent, waiver or proxy
appointment corresponds to the name of a shareholder, the corporation if acting
in good faith is entitled to accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder.

          (b)  If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the name of its shareholder, the corporation
if acting in good faith is nevertheless entitled to accept the vote, consent,
waiver or proxy appointment and give it effect as the act of the shareholder if:

               (1)  the shareholder is an entity as defined in the Act and the
                    name signed purports to be that of an officer or agent of
                    the entity;

               (2)  the name signed purports to be that of an administrator,
                    executor, guardian, or

                                       11


                    conservator representing the shareholder and, if the
                    corporation requests, evidence of fiduciary status
                    acceptable to the corporation has been presented with
                    respect to the vote, consent, waiver or proxy appointment;

               (3)  the name signed purports to be that of a receiver or trustee
                    in bankruptcy of the shareholder and, if the corporation
                    requests, evidence of this status acceptable to the
                    corporation has been presented with respect to the vote,
                    consent, waiver or proxy appointment;

               (4)  the name signed purports to be that of a pledgee, beneficial
                    owner or attorney-in-fact of the shareholder and, if the
                    corporation requests, evidence acceptable to the corporation
                    of the signatory's authority to sign for the shareholder has
                    been presented with respect to the vote, consent, waiver or
                    proxy appointment;

               (5)  two or more persons are the shareholder as co-tenants or
                    fiduciaries and the name signed purports to be the name of
                    at least one of the co-owners and the person signing appears
                    to be acting on behalf of all the co-owners.

                                       12


          (c)  The corporation is entitled to reject a vote, consent, waiver, or
proxy appointment if the secretary or other officer or agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

          (d)  The corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, or proxy appointment in good faith and in accordance with
the standards of this section are not liable in damages to the shareholder for
the consequences of the acceptance or rejection.

          (e)  Corporate action based on the acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.

     SECTION 2.12 INFORMAL ACTION BY SHAREHOLDERS.

          (a)  Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more consents in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof and are delivered to
the corporation for inclusion in the minute book or filed with the corporate
records. If the act to be taken requires that notice be given to non-voting
shareholders, the corporation shall give, the non-voting shareholders written
notice of the proposed action at least 10 days before the action is taken, which
notice shall

                                       13


contain or be accompanied by the same material that would have been required if
a formal meeting had been called to consider the action. A consent signed under
this section has the effect of a meeting vote and may be described as such in
any document.

          (b)  Notwithstanding the provisions of Section 2.12(a) to the
contrary, if the articles of incorporation contain specific authority to do so,
any action required or permitted to be taken at a meeting of the shareholders
may be taken without a meeting if one or more consents in writing, setting forth
the action so taken, shall be signed by the holders of at least a majority of
all of the shares entitled to vote with respect to the subject matter thereof
and are delivered to the corporation for inclusion in the minute book or filed
with the corporate records. Prompt notice of any action taken by less than
unanimous written consent in lieu of a meeting shall be given to all
shareholders entitled to vote on such action.

     SECTION 2.13 VOTING FOR DIRECTORS. Unless otherwise provided in the
articles of incorporation, directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present.

     SECTION 2.14 SHAREHOLDER'S RIGHTS TO INSPECT CORPORATE RECORDS.

          (a)  MINUTES AND ACCOUNTING RECORDS. The corporation shall keep as
permanent records minutes of all meetings of its shareholders and board of
directors, a record of all actions taken by the shareholders or board of
directors without a

                                       14


meeting, and a record of all actions taken by a committee of the board of
directors in place of the board of directors on behalf of the corporation. The
corporation shall maintain appropriate accounting records.

          (b)  ABSOLUTE INSPECTION RIGHTS OF RECORDS REQUIRED AT PRINCIPAL
OFFICE. If a shareholder gives the corporation written notice of his demand at
least five business days before the date on which he wishes to inspect and copy,
that shareholder (or his agent or attorney) has the right to inspect and copy,
during regular business hours any of the following records, all of which the
corporation is required to keep at its principal office:

               (1)  its articles or restated articles of incorporation and all
                    amendments to them currently in effect;

               (2)  its by-laws or restated by-laws and all amendments to them
                    currently in effect;

               (3)  resolutions adopted by its board of directors creating one
                    or more classes or series of shares, and fixing their
                    relative rights, preferences, and limitations, if shares
                    issued pursuant to those resolutions are outstanding;

               (4)  the minutes of all shareholders' meetings, and records of
                    all action taken by shareholders without a meeting, for
                    the past three years;

                                       15


               (5)  all written communications to shareholders generally within
                    the past three yeras, including the financial statement
                    furnished for the past three years to the shareholders;

               (6)  a list of the names and business addresses of its current
                    directors and officers; and

               (7)  its most recent annual report delivered to the Secretary of
                    State.

          (c)  CONDITIONAL INSPECTION RIGHT. In addition, if a shareholder gives
the corporation a written demand made in good faith and for a proper purpose at
least five business days before the date on which he wishes to inspect and copy,
he describes with reasonable particularity his purpose and the records he
desires to inspect, and the records are directly connected with his purpose,
that shareholder of the corporation (or his agent or attorney) is entitled to
inspect and copy, during regular business hours at a reasonable location
specified by the corporation, any of the following records of the corporation:

               (1)  excerpts from minutes of any meeting of the board of
                    directors, records of any action of a committee of the board
                    of directors on behalf of the corporation, minutes of any
                    meeting of the shareholders, and records of action taken by
                    the shareholders or board of directors without a meeting, to
                    the extent not subject to inspection under paragraph (a)

                                       16


                    of this Section 2.14.

               (2)  accounting records of the corporation; and

               (3)  the record of shareholders (compiled no earlier than the
                    date of the shareholder's demand).

          (d)  COPY COSTS. The right to copy records includes, if reasonable,
the right to receive copies made by photographic, xerographic or other means.
The corporation may impose a reasonable charge, covering the costs of labor and
material, for copies of any documents provided to the shareholder. The charge
may not exceed the estimated cost of production or reproduction of the records.

          (e)  SHAREHOLDER INCLUDES BENEFICIAL OWNER. For purposes of this
Section 2.14, the term "shareholder" shall include a beneficial owner whose
shares are held in a voting trust or by a nominee on his behalf.

     SECTION 2.15 FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE SHAREHOLDERS.

          (a)  The corporation shall furnish its shareholders annual financial
statements, which may be consolidated or combined statements of the corporation
and one or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of changes in shareholders' equity for the year unless that
information appears elsewhere in the financial statements. If financial
statements are prepared for the

                                       17


corporation on the basis of generally accepted accounting principles, the annual
financial statements for the shareholders also must be prepared on that basis.

          (b)  If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the president or the person responsible for the
corporation's accounting records:

               (1)  stating his reasonable belief whether the statements were
                    prepared on the basis of generally accepted accounting
                    principles and, if not, describing the basis of preparation;
                    and

               (2)  describing any respects in which the statements were not
                    prepared on a basis of accounting consistent with the
                    statements prepared for the preceding year.

          (c)  A corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year. Thereafter, on
written request from a shareholder who was not mailed the statements, the
corporation shall mail him the latest financial statements.

     SECTION 2.16 DISSENTERS' RIGHTS. Each shareholder shall have the right to
dissent from and obtain payment for his shares when so authorized by the Act,
articles of incorporation, these by-laws, or in a resolution of the board of
directors.

                                       18


                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.1  GENERAL POWERS. Unless the articles of incorporation have
dispensed with or limited the authority of the board of directors by describing
who will perform some or all of the duties of a board of directors, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be managed under the direction of
the board of directors.

     SECTION 3.2 NUMBER, TENURE, AND QUALIFICATIONS OF DIRECTORS. The number of
directors of the corporation shall be three unless there shall be less than
three shareholders, in which event the shareholders may provide for the number
of directors to be no less than the number of shareholders. Each director shall
hold office until the next annual meeting of shareholders or until removed.
However, if his term expires, he shall continue to serve until his successor
shall have been elected and qualified or until there is a decrease in the number
of directors. Directors need not be residents of the State of Vermont or
shareholders of the corporation unless so required by the articles of
incorporation.

     SECTION 3.3  REGULAR MEETINGS OF THE BOARD OF DIRECTORS. A regular
meeting of the board of directors shall be held without other notice than this
by-law immediately after, and at the same place as, the annual meeting of
shareholders. The board of directors may provide, by resolution, the time and
place, either

                                       19


within or without the State of Vermont for the holding of regular meetings which
shall be held without other notice than such resolution. If so permitted by
Section 3.7, any such regular meeting may be held by telephone.

     SECTION 3.4  SPECIAL MEETINGS OF THE BOARD. Special meetings of the board
of directors may be called by or at the request of the President or any one
director. The person or persons authorized to call special meetings of the board
of directors may fix any place, either within or without the state of Vermont,
as the place for holding any special meeting of the board of directors called by
them, or if permitted by Section 3.7, such meeting may be held by telephone.

     SECTION 3.5  NOTICE OF, AND WAVIER OF NOTICE FOR, SPECIAL DIRECTOR
MEETINGS. Unless the articles of incorporation provide for a longer or shorter
period, notice of any special director meeting shall be given at least two days
previously thereto either orally or in writing. If mailed, notice of any
director meeting shall be deemed to be effective at the earlier of: (1) when
received; (2) five days after deposited in the United States mail, addressed to
the director's business office, with postage thereon prepaid; or (3) the date
shown on the return receipt if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the director.
Any director may waive notice of any meeting. Except as provided in the next
sentence, the waiver must be in writing, signed by the director entitled to the
notice, and filed with the minutes or

                                       20


corporate records. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business and at the
beginning of the meeting (or promptly upon his arrival) objects to holding the
meeting or transacting business at the meeting, and does not thereafter vote for
or assent to action taken at the meeting. Unless required by the articles of
incorporation, neither the business to be transacted at, nor the purpose of, any
special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.

     SECTION 3.6  DIRECTOR QUORUM. If by-law Section 3.2 establishes a fixed
board size, a majority of the number of directors shall constitute a quorum for
the transaction of business at any meeting of the board of directors, unless the
articles require a greater number.

     Any amendment to this quorum requirement is subject to the provisions of
Section 3.8 of this Article III.

     SECTION 3.7  DIRECTORS, MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present when the vote is
taken shall be the act of the board of directors unless the articles of
incorporation require a greater percentage. Any amendment which changes the
number of directors needed to take action, is subject to the provisions of
Section 3.8 of this Article III.

                                       21


     Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.

     A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed to
have assented to the action taken unless: (1) he objects at the beginning of the
meeting (or promptly upon his arrival) to holding it or transacting business at
the meeting; or (2) his dissent or abstention from the action taken is entered
in the minutes of the meeting; or (3) he delivers written notice of his dissent
or abstention to the presiding officer of the meeting before its adjournment or
to the corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.

     SECTION 3.8  ESTABLISHING A "SUPERMAJORITY" QUORUM OR VOTING REQUIREMENT
FOR THE BOARD OF DIRECTORS. For purposes of this Section 3.8, a "supermajority"
quorum is a requirement that more than a majority of the directors in office
constitute a quorum, and a "supermajority" voting requirement is any requirement
that requires the vote of more than a majority of those directors present at a
meeting at which a quorum is present to be the act

                                       22


of the directors.

     A by-law that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:

               (1)  if originally adopted by the shareholders, only by the
                    shareholders (unless otherwise provided by the
                    shareholders);

               (2)  if originally adopted by the board of directors, either by
                    the shareholders or by the board of directors.

     A by-law adopted or amended by the shareholders that fixes a supermajority
quorum or supermajority voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the board of directors.

     Subject to the provisions of the preceding paragraph, action by the board
of directors to adopt, amend, or repeal a by-law that changes the quorum or
voting requirement for the board of directors must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.

     SECTION 3.9 DIRECTOR ACTION WITHOUT A MEETING. Unless the articles of
incorporation provide otherwise, any action required or permitted to be taken by
the board of directors at a meeting may be taken without a meeting if all of the
directors take the action, each one signs a written consent describing the
action

                                       23


taken, and the consents are filed with the records of the corporation. Action
taken by consents is effective when the last director signs the consent, unless
the consent specifies a different effective date. A signed consent has the
effect of a meeting vote and may be described as such in any document.

     SECTION 3.10 REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors at a meeting called for that purpose if notice has been given that a
purpose of the meeting is such removal. The removal may be with or without cause
unless the articles provide that directors may only be removed with cause. If a
director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove him. If cumulative
voting is authorized, a director may not be removed if the number of votes
sufficient to elect him under cumulative voting is voted against his removal. If
cumulative voting is not authorized, a director may be removed only if the
number of votes cast to remove him exceeds the number of votes cast not to
remove him.

     SECTION 3.11 BOARD OF DIRECTOR VACANCIES. Unless the articles of
incorporation provide otherwise, if a vacancy occurs on the board of directors,
including a vacancy resulting from an increase in the number of directors, the
shareholders may fill the vacancy. During such time that the shareholders fail
or are unable to fill such vacancies then and until the shareholders act:

               (1)  the board of directors may fill the vacancy; or

                                       24


               (2)  if the directors remaining in office constitute fewer than a
                    quorum of the board, they may fill the vacancy by the
                    affirmative vote of a majority of all the directors
                    remaining in office.

     If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders.

     A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

     The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his term
expires, he shall continue to serve until his successor is elected and qualifies
or until there is a decrease in the number of directors.

     SECTION 3.12 DIRECTOR COMPENSATION. Unless otherwise provided in the
articles of incorporation, by resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
board of directors, and may be paid a stated salary as a director or a fixed sum
for attendance at each meeting of the board of directors or both. No such
payment shall preclude any director from serving the corporation in any capacity
and receiving compensation therefor.

                                       25


     SECTION 3.13  DIRECTOR COMMITTEES.

          (a)  CREATION OF COMMITTEES. Unless the articles of incorporation
provide otherwise, the board of directors may create one or more committees and
appoint members of the board of directors to serve on them. Each committee must
have two or more members, who serve at the pleasure of the board of directors.

          (b)  SELECTION OF MEMBERS. The creation of a committee and appointment
of members to it must be approved by the greater of (l) a majority of all the
directors in office when the action is taken or(2) the number of directors
required by the articles of incorporation to take such action, (or if not
specified in the articles the numbers required by Section 3.7 of this Article
III to take action).

          (c)  REQUIRED PROCEDURES. Sections 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 of
this Article III, which govern meetings, action without meetings, notice and
waiver of notice, quorum and voting requirements of the board of directors,
apply to committees and their members.

          (d)  AUTHORITY. Unless limited by the articles of incorporation, each
committee may exercise those aspects of the authority of the board of directors
which the board of directors confers upon such committee in the resolution
creating the committee. Provided, however, a committee may not:

               (1)  authorize distributions;

                                       26


               (2)  approve or propose to shareholders action that the Act
                    requires be approved by shareholders;

               (3)  fill vacancies on the board of directors or on any of its
                    committees;

               (4)  amend the articles of incorporation pursuant to the
                    authority of directors, to do so granted by Section 10.02 of
                    the Act;

               (5)  adopt, amend, or repeal bylaws;

               (6)  approve a plan of merger not requiring shareholder approval;

               (7)  authorize or approve reacquisition of shares, except
                    according to a formula or method prescribed by the board of
                    directors; or

               (8)  authorize or approve the issuance or sale or contract for
                    sale of shares or determine the designation and relative
                    rights, preferences, and limitation of a class or series of
                    shares, except that the board of directors may authorize a
                    committee (or a senior executive officer of the corporation)
                    to do so within limits specifically prescribed by the board
                    of directors.

                                       27


                                   ARTICLE IV

                                    OFFICERS

     SECTION 4.1 NUMBER OF OFFICERS. The officers of the corporation shall be a
president, a secretary, and a treasurer, each of whom shall be appointed by the
board of directors. Such other officers and assistant officers as may be deemed
necessary, including any vice-presidents, may be appointed by the board of
directors. If specifically authorized by the board of directors, an officer may
appoint one or more officers or assistant officers. The same individual may
simultaneously hold more than one office in the corporation, except the offices
of president and secretary, unless the corporation is a professional
corporation.

     SECTION 4.2 APPOINTMENT AND TERM OF OFFICE. The officers of the corporation
shall be appointed by the board of directors for a term as determined by the
board of directors. (The designation of a specified term grants to the officer
no contract rights, and the board can remove the officer at any time prior to
the termination of such term.) If no term is specified, they shall hold office
until they resign, die, or until they are removed in the manner provided in
Section 4.3 of this Article IV.

     SECTION 4.3 REMOVAL OF OFFICERS. Any officer or agent may be removed by the
board of directors at any time, with or without cause. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract
rights.

                                       28


     SECTION 4.4  PRESIDENT. The president shall be the principal executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the board of directors. He may sign, with the secretary
or any other proper officer of the corporation thereunto authorized by the board
of directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the board of directors from time to time.

     SECTION 4.5  THE VICE PRESIDENTS. If appointed, in the absence of the
president or in the event of his death, inability or refusal to act, the vice
president (or in the event there be more than one vice president, the vice
presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their appointment) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. (If there
is no vice president, then the

                                       29


treasurer shall perform such duties of the president.) Any vice president may
sign, with the secretary or an assistant secretary, certificates for shares of
the corporation the issuance of which have been authorized by resolution of the
board of directors; and shall perform such other duties as from time to time may
be assigned to him by the president or by the board of directors.

     SECTION 4.6  THE SECRETARY. The secretary shall: (a) keep the minutes of
the proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c)
be custodian of the corporate records and of any seal of the corporation if
there is a seal of the corporation, see that it is affixed to all documents the
execution of which on behalf of the corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder; (f) sign with the
president, or a vice president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors; (g) have general charge of the stock transfer books of the
corporation; and (h) in general perform all duties incident to the office of the
secretary and such other duties as from time to time may be assigned to him by
the president or by the board of directors.

                                       30


     SECTION 4.7  THE TREASURER. The treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for monies due and payable to the corporation from
any source whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies, or other depositories as shall be
selected by the board of directors; and (c) in general perform all of the duties
incident to the office of treasurer and such other duties as from time to time
may be assigned to him by the president or by the board of directors. If
required by the board of directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the board of directors shall determine.

     SECTION 4.8  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretaries, when authorized by the board of directors, may sign with the
president or a vice president certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the board of
directors. The assistant treasurers shall respectively, if required by the board
of directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively, or by
the president or the board of

                                       31


directors.

                                    ARTICLE V

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,

                              AGENTS AND EMPLOYEES

     SECTION 5.1  INDEMNIFICATION OF DIRECTORS. Unless otherwise provided in the
articles of incorporation, the corporation shall indemnify any individual made a
party to a proceeding because he is or was a director of the corporation,
against liability incurred in the proceeding, but only if the corporation has
authorized the payment in accordance with Section 8.55(c) of the Act and a
determination has been made in accordance with the procedures set forth in
Section 8.55(b) of the Act that the director met the standards of conduct in
paragraph (a), (b) and (c) below.

          (a)  STANDARD OF CONDUCT. The individual shall demonstrate that:

               (1)  he conducted himself in good faith; and

               (2)  he reasonably believed:

                    (i)  in the case of conduct in his official capacity with
                         the corporation, that his conduct was in its best
                         interests; and

                    (ii) in all other cases, that his conduct was at least not
                         opposed to its best interests;

               (3)  in the case of any proceeding, brought by a governmental
                    entity, the director had no

                                       32


                    reasonable cause to believe his conduct was unlawful and
                    the director is not finally found to have engaged in a
                    reckless or intentional unlawful act.

          (b)  NO INDEMNIFICATION PERMITTED IN CERTAIN CIRCUMSTANCES.  The
corporation shall not indemnify a director under this Section 5.1 of Article V:

               (i)  in connection with a proceeding by or in the right of the
                    corporation in which the director was adjudged liable to the
                    corporation; or

               (ii) in connection with any other proceeding charging improper
                    personal benefit to him, whether or not involving action in
                    his official capacity, in which he was adjudged liable on
                    the basis that personal benefit was improperly received by
                    him.

          (c)  INDEMNIFICATION IN DERIVATIVE ACTIONS LIMITED. Indemnification
permitted under this Section 5.1 of Article V in connection with a proceeding
by or in the right of the corporation is limited to reasonable expenses incurred
in connection with the proceeding.

     SECTION 5.2  ADVANCE EXPENSES FOR DIRECTORS. If a determination is made,
following the procedures of Section 8.55(b) of the Act that the director has met
the following requirements; and if an authorization of payment is made,

                                       33


following the procedures and standards set forth in Section 8.55(c) of the Act
then unless otherwise provided in the articles of incorporation, the corporation
shall pay for or reimburse the reasonable expenses incurred by a director who
is a party to a proceeding in advance of final disposition of the proceeding,
if:

               (1)  the director furnishes the corporation a written affirmation
                    of his good faith belief that he has met the standard of
                    conduct described in Section 5.1 of this Article V;

               (2)  the director furnishes the corporation a written
                    undertaking, executed personally or on his behalf, to repay
                    the advance if it is ultimately determined that he did not
                    meet the standard of conduct (which undertaking must be an
                    unlimited general obligation of the director but need not be
                    secured and may be accepted without reference to financial
                    ability to make repayment); and

               (3)  a determination is made that the facts then known to those
                    making the determination would not preclude indemnification
                    under Section 5.1 of this Article V or Section 8.50 through
                    Section 8.58 of the Act.

     SECTION 5.3  INDEMNIFICATION OF OFFICERS, AGENTS AND EMPLOYEES WHO ARE NOT
DIRECTORS. Unless otherwise provided in the articles of incorporation, the board
of directors may indemnify and advance expenses to any officer, employee or
agent

                                       34


of the corporation, who is not a director of the corporation, to the same extent
as a director.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 6.1  CERTIFICATES FOR SHARES.

          (a)  CONTENT. Certificates representing shares of the corporation
shall at minimum, state on their face the name of the issuing corporation and
that it is formed under the laws of the State of Vermont; the name of the person
to whom issued; and the number and class of shares and the designation of the
series, if any, the certificate represents; and be in such form as determined by
the board of directors. Such certificates shall be signed (either manually or by
facsimile) by the president or a vice president and by the secretary or an
assistant secretary and may be sealed with a corporate seal or a facsimile
thereof. Each certificate for shares shall be consecutively numbered or
otherwise identified.

          (b)  LEGEND AS TO CLASS OR SERIES. If the corporation is authorized to
issue different classes of shares or different series within a class, the
designations, relative rights, preferences and limitations applicable to each
class and the variations in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series) must be summarized on the front or back of each certificate.
Alternatively, each

                                       35


certificate may state conspicuously on its front or back that the corporation
will furnish the shareholder this information on request in writing or without
charge.

          (c)  SHAREHOLDER LIST. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation,

          (d)  TRANSFERRING SHARES. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.

     SECTION 6.2  SHARES WITHOUT CERTIFICATES.

          (a)  ISSUING SHARES WITHOUT CERTIFICATES. Unless the articles of
incorporation provide otherwise, the board of directors may authorize the issue
of some or all of the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.

          (b)  INFORMATION STATEMENT REQUIRED. Within a reasonable time after
the issue or transfer of shares without certificates, the corporation shall send
the shareholder a written statement containing at minimum:

                                       36


               (1)  the name of the issuing corporation and that it is organized
                    under the law of this state;

               (2)  the name of the person to whom issued; and

               (3)  the number and class of shares and the designation of the
                    series, if any, of the issued shares.

     If the corporation is authorized to issue different classes of shares or
different series within a class, the written statement shall describe the
designations, relative rights, preferences and limitations applicable to each
class and the variation in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine variations
for future series).

     SECTION 6.3 REGISTRATION OF THE TRANSFER OF SHARES. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the owner, the person in whose name
shares stand on the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes.

                                       37


     SECTION 6.4  RESTRICTIONS ON TRANSFER OF SHARES PERMITTED. The board of
directors (or shareholders) may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into, or
carrying a right to subscribe for or acquire shares). A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of the
restriction.

     A restriction on the transfer or registration of transfer of shares may be
authorized:

               (1)  to maintain the corporation's status when it is dependent on
                    the number or identity of its shareholders;

               (2)  to preserve exemptions under federal or state securities
                    law;

               (3)  for any other reasonable purpose.

     A restriction on the transfer or registration of transfer of shares may:

               (1)  obligate the shareholder first to offer the corporation or
                    other persons (separately, consecutively or simultaneously)
                    an opportunity to acquire the restricted shares;

               (2)  obligate the corporation or other persons (separately,
                    consecutively or simultaneously) to acquire the restricted
                    shares;

                                       38


               (3)  require the corporation, the holders of any class of its
                    shares, or another person to approve the transfer of the
                    restricted shares, if the requirement is not manifestly
                    unreasonable;

               (4)  prohibit the transfer of the restricted shares to designated
                    persons or classes of persons, if the prohibition is not
                    manifestly unreasonable.

     A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferree of the holder if the
restriction is authorized by this section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by Section 6.2 of this Article VI with regard to
shares issued without certificates. Unless so noted, a restriction is not
enforceable against a person without knowledge of the restriction.

     SECTION 6.5  ACQUISITION OF SHARES. The corporation may acquire its own
shares and unless otherwise provided in the articles of incorporation, the
shares so acquired constitute authorized but unissued shares.

     If the articles of incorporation prohibit the reissue of acquired shares,
the number of authorized shares is reduced by the number of shares acquired,
effective upon amendment of the articles of incorporation, which amendment shall
be adopted by the shareholders or the board of directors without shareholder

                                       39



action. The articles of amendment must be delivered to the Secretary of State
and must set forth:

               (1)  the name of the corporation;

               (2)  the reduction in the number of authorized shares,
                    itemized by class and series; and

               (3)  the total number of authorized shares, itemized by class
                    and series, remaining after reduction of the shares.

                                   ARTICLE VII

                                   DISTRIBUTIONS

     SECTION 7.1  DISTRIBUTIONS. The board of directors may authorize, and
the corporation may make, distributions (including dividends on its
outstanding shares) in the manner and upon the terms and conditions provided
by law and in the corporation's articles of incorporation.

                                   ARTICLE VIII

                                  CORPORATE SEAL

     SECTION 8.1  CORPORATE SEAL. The board of directors may provide a
corporate seal which may be circular in form and have inscribed thereon any
designation including the name of the corporation, Vermont as the state of
incorporation, and the words "Corporate Seal."


                                       40



                                   ARTICLE IX

                                   AMENDMENTS

     SECTION 9.1  AMENDMENTS. The corporation's board of directors may amend or
repeal the corporation's by-laws unless:

               (1)  the articles of incorporation or the Act reserve this power
                    exclusively to the shareholders in whole or in part; or

               (2)  the shareholders in adopting, amending, or repealing a
                    particular by-law provide expressly that the board of
                    directors may not amend or repeal that by-law; or

               (3)  the by-law either establishes, amends or deletes a
                    supermajority shareholder quorum or voting requirement (as
                    defined in Section 2.8 of Article II).

     Any amendment which changes the voting or quorum requirement for the board
must comply with Article III, Section 3.8., and for the shareholders, must
comply with Article II, Section 2.8.

     The corporation's shareholders may amend or repeal the corporation's
by-laws even though the by-laws may also be amended or repealed by its board of
directors.

                                       41



                                                                   Exhibit 3.92

                            COMMONWEALTH OF VIRGINIA

[SEAL]                    STATE CORPORATION COMMISSION

I CERTIFY THE FOLLOWING FROM THE RECORDS OF THE COMMISSION:

The foregoing is a true copy of all documents constituting the charter of NORTH
COUNTRY ENVIRONMENTAL SERVICES, INC. on file in the Clerk's Office of the
Commission.

Nothing more is hereby certified.


[SEAL]                              SIGNED AND SEALED AT RICHMOND ON THIS DATE:
                                    MAY 17, 2002


                                           /s/ Joel H. Peck
                                    --------------------------------------------
                                           JOEL H. PECK, CLERK OF THE COMMISSION

CIS0448



CIS090

336957

                            COMMONWEALTH OF VIRGINIA
                          STATE CORPORATION COMMISSION
                                 MARCH 24, 1989


                          CERTIFICATE OF INCORPORATION


The State Corporation Commission has found the accompanying articles submitted
on behalf of

CONSUMAT SANCO, INC.

to comply with the requirements of law, and confirms payment of all related
fees.

Therefore, it is ordered that this

CERTIFICATE OF INCORPORATION

be issued, and admitted to record with the articles in this office of the
Commission, effective March 24, 1989.

The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.


                                            STATE CORPORATION COMMISSION


                                            By  /s/ [ILLEGIBLE]
                                              ------------------------------
                                                Commissioner


Court Number:  216

01424NEW



                              CONSUMAT SANCO, INC.

                            ARTICLES OF INCORPORATION


                                    ARTICLE I
                                      NAME

     The name of the Corporation is Consumat Sanco, Inc.


                                   ARTICLE II
                                    PURPOSE

     The Corporation is organized to engage in any lawful business not required
by the Virginia Stock Corporation Act to be stated in the Articles of
Incorporation.

                                   ARTICLE III
                                AUTHORIZED SHARES

     3.1   NUMBER AND DESIGNATION. The number and designation of shares that the
Corporation shall have authority to issue and the par value per share are as
follows:



     Class       Number of Shares       Par Value
     -----       ----------------       ---------
                                   
     Common           25,000             $ 1.00


     3.2   PREEMPTIVE RIGHTS. No holder of outstanding shares shall have any
preemptive right with respect to (i) any shares of any class of the Corporation,
whether now or hereafter authorized, (ii) any warrants, rights or options to
purchase any such shares, or (iii) any obligations convertible into any



such shares or into warrants, rights or options to purchase any such shares.

     3.3   VOTING; DISTRIBUTIONS. The holders of the Common Shares shall have
unlimited voting rights and are entitled to receive the net assets of the
Corporation upon the liquidation, dissolution or winding up of the affairs of
the Corporation.

                                   ARTICLE IV
                     REGISTERED OFFICE AND REGISTERED AGENT

     The address of the initial registered office of the Corporation, which is
located in the City of Richmond,  Virginia, is c/o McGuire, Woods, Battle &
Boothe, One James Center, Richmond, Virginia 23219. The initial registered agent
of the Corporation is William L. Taylor, whose business office is identical with
the registered office and who is a resident of Virginia and a member of the
Virginia State Bar.

                                    ARTICLE V
                     LIMIT ON LIABILITY AND INDEMNIFICATION

     5.1   DEFINITIONS. For purposes of this Article the following definitions
shall apply:

           i)   "CORPORATION" means this Corporation only and no predecessor
     entity or other legal entity;

           ii)  "EXPENSES" include counsel fees, expert witness fees, and costs
     of investigation, litigation and appeal, as well as any amounts expended in
     asserting a claim for indemnification;

                                       -2-


           iii) "LIABILITY" means the obligation to pay a judgment, settlement,
     penalty, fine, or other such obligation, including, without limitation, any
     excise tax assessed with respect to an employee benefit plan;

           iv)  "LEGAL ENTITY" means a corporation, partnership, joint venture,
     trust, employee benefit plan or other enterprise;

           v)   "PREDECESSOR ENTITY" means a legal entity the existence of which
     ceased upon its acquisition by the Corporation in a merger or otherwise;
     and

           vi)  "PROCEEDING" means any threatened, pending, or completed action,
     suit, proceeding or appeal whether civil, criminal, administrative or
     investigative and whether formal or informal.

     5.2   LIMIT ON LIABILITY. In every instance in which the Virginia Stock
Corporation Act, as it exists on the date hereof or may hereafter be amended,
permits the limitation or elimination of liability of a directors or officers of
a corporation to the corporation or its shareholders, the directors and officers
of this Corporation shall not be liable to the Corporation or its shareholders.

     5.3   INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation shall
indemnify any individual who is, was or is threatened to be made a party to a
proceeding (including a proceeding by or in the right of the Corporation)
because such

                                       -3-


individual is or was a director or officer of the Corporation, or because such
individual is or was serving the Corporation, or any other legal entity in any
capacity at the request of the Corporation while a director or officer of the
Corporation, against all liabilities and reasonable expenses incurred in the
proceeding except such liabilities and expenses as are incurred because of such
individual's willful misconduct or knowing violation of the criminal law.
Service as a director or officer of a legal entity controlled by the Corporation
shall be deemed service at the request of the Corporation. The determination
that indemnification under this Section 5.3 is permissible and the evaluation as
to the reasonableness of expenses in a specific case shall be made, in the case
of a director, as provided by law, and in the case of an officer, as provided
in Section 5.4 of this Article; provided, however, that if a majority of the
directors of the Corporation has changed after the date of the alleged conduct
giving rise to a claim for indemnification, such determination and evaluation
shall, at the option of the person claiming indemnification, be made by special
legal counsel agreed upon by the Board of Directors and such person. Unless a
determination has been made that indemnification is not permissible, the
Corporation shall make advances and reimbursements for expenses incurred by a
director or officer in a proceeding upon receipt of an undertaking from such
director or officer to repay the same if it is ultimately determined that such
director or officer is not entitled to indemnification. Such undertaking shall
be an

                                       -4-


unlimited, unsecured general obligation of the director or officer and shall be
accepted without reference to such director's or officer's ability to make
repayment. The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent shall not of
itself create a presumption that a director or officer acted in such a manner as
to make such director or officer ineligible for indemnification. The Corporation
is authorized to contract in advance to indemnify and make advances and
reimbursements for expenses to any of its directors or officers to the same
extent provided in this Section 5.3.

     5.4   INDEMNIFICATION OF OTHERS. The Corporation may, to a lesser extent or
to the same extent that it is required to provide indemnification and make
advances and reimbursements for expenses to its directors and officers pursuant
to Section 5.3, provide indemnification and make advances and reimbursements for
expenses to its employees and agents, the directors, officers, employees and
agents of its subsidiaries and predecessor entities, and any person serving any
other legal entity in any capacity at the request of the Corporation, and may
contract in advance to do so. The determination that indemnification under
this Section 5.4 is permissible, the authorization of such indemnification
and the evaluation as to the reasonableness of expenses in a specific case shall
be made an authorized from time to time by general or specific action of the
Board of Directors, which action may be taken before or

                                       -5-


after a claim for indemnification is made, or as otherwise provided by law. No
person's rights under Section 5.3 of this Article shall be limited by the
provisions of this Section 5.4.

     5.5   MISCELLANEOUS. The rights of each person entitled to indemnification
under this Article shall inure to the benefit of such person's heirs, executors
and administrators. Special legal counsel selected to make determinations under
this Article may be counsel for the Corporation. Indemnification pursuant to
this Article shall not be exclusive of any other right of indemnification to
which any person may be entitled, including indemnification pursuant to a valid
contract, indemnification by legal entities other than the Corporation and
indemnification under policies of insurance purchased and maintained by the
Corporation or others. However, no person shall be entitled to indemnification
by the Corporation to the extent such person is indemnified by another,
including an insurer. The Corporation is authorized to purchase and maintain
insurance against any liability it may have under this Article or to protect any
of the persons named above against any liability arising from their service to
the Corporation or any other legal entity at the request of the Corporation
regardless of the Corporation's power to indemnify against such liability. The
provisions of this Article shall not be deemed to preclude the Corporation from
entering into contracts otherwise permitted by law with any individuals or legal
entities, including those named above. If any provision of this Article or its
application to any person or circumstance

                                       -6-


is held invalid by a court of competent jurisdiction, the invalidity shall not
affect other provisions or applications of this Article, and to this end the
provisions of this Article are severable.

     5.6   AMENDMENTS. No amendment, modification or repeal of this Article
shall diminish the rights provided hereunder to any person arising from conduct
or events occurring before the adoption of such amendment, modification or
repeal.


Dated:  March 22, 1989


                                                By: /s/ Beth A. Falk
                                                    ----------------------------
                                                    Beth A. Falk, Incorporator

                                       -7-


                              ARTICLES OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION


     Consumat Sanco, Inc., a corporation organized and existing under and by
virtue of the Stock Corporation Act of the Commonwealth of Virginia, DOES
HEREBY CERTIFY:

     FIRST:   The present name of the corporation is Consumat Sanco, Inc.

     SECOND:  The Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the board, adopted a
resolution proposing and declaring advisable the following amendment to the
Articles of Incorporation of said corporation:

     RESOLVED, that the Articles of Incorporation of Consumat Sanco, Inc. be
     amended by changing the First Article thereof so that, as amended, said
     article shall be and read as follows:

     "The name of the corporation (hereinafter called the Corporation) is:

          NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.

     THIRD:   In lieu of a meeting and vote of stockholders, the stockholders
have given unanimous consent to said amendment in accordance with the provisions
of Sections 13.1-657 and 13.1-70? of the Stock Corporation Act of the
Commonwealth of Virginia.

     FOURTH:  The foregoing amendment was adopted on September 6, 1994.



     FIFTH:   The Articles of Amendment shall become effective on September 19,
1994.

     The undersigned, James W. Bohlig, president, declares that the facts
herein stated are true as of September 6, 1994.


                                           CONSUMAT SANCO INC.

                                           BY: /s/ James W. Bohlig
                                              -----------------------------
                                           James W. Bohlig, President

                                        2


                            COMMONWEALTH OF VIRGINIA
                          STATE CORPORATION COMMISSION

                               September 13, 1994

The State Corporation Commission has found the accompanying articles submitted
on behalf of

NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.
 (FORMERLY CONSUMAT SANCO, INC.  )

to comply with the requirements of law, and confirms payment of all related
fees.

Therefore, it is ORDERED that this

CERTIFICATE OF AMENDMENT

be issued and admitted to record with the articles of amendment in the Office of
the Clerk of the Commission, effective September l9, 1994.

The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.


                                   STATE CORPORATION COMMISSION

                                   By /s/ [ILLEGIBLE]

                                       Commissioner


AMENACPT
CIS20354
94-09-09-0054



                                                                   Exhibit 3.93


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                   NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.



                          AMENDED AND RESTATED BY-LAWS

                               TABLE OF CONTENTS



                                                                                 Page
                                                                                 ----
                                                                                 
ARTICLE I STOCKHOLDERS..............................................................1
    1.1      Place of Meetings......................................................1
    1.2      Annual Meeting ........................................................1
    1.3      Special Meetings.......................................................1
    1.4      Notice of Meetings.....................................................1
    1.5      Voting List............................................................2
    1.6      Quorum.................................................................2
    1.7      Adjournments...........................................................2
    1.8      Voting and Proxies.....................................................2
    1.9      Action at Meeting......................................................2
    1.10     Conduct of Meetings....................................................3
    1.11     Action without Meeting.................................................3

ARTICLE II DIRECTORS................................................................4
    2.1      General Powers.........................................................4
    2.2      Number; Election and Qualification.....................................4
    2.3      Enlargement of the Board...............................................4
    2.4      Tenure.................................................................4
    2.5      Vacancies..............................................................4
    2.6      Resignation............................................................5
    2.7      Regular Meetings.......................................................5
    2.8      Special Meetings.......................................................5
    2.9      Notice of Special Meetings.............................................5
    2.10     Meetings by Conference Communications Equipment........................5
    2.11     Quorum.................................................................5
    2.12     Action at Meeting......................................................6
    2.13     Action by Consent......................................................6
    2.14     Removal................................................................6
    2.15     Committees.............................................................6
    2.16     Compensation of Directors..............................................6

ARTICLE III OFFICERS................................................................7
    3.1      Titles.................................................................7
    3.2      Election...............................................................7
    3.3      Qualification..........................................................7
    3.4      Tenure.................................................................7
    3.5      Resignation and Removal................................................7
    3.6      Vacancies..............................................................7


                                      - i -


                                                                                
    3.7      Chairman of the Board..................................................8
    3.8      President; Chief Executive Officer.....................................8
    3.9      Vice Presidents........................................................8
    3.10     Secretary and Assistant Secretaries....................................8
    3.11     Treasurer and Assistant Treasurers.....................................9
    3.12     Salaries...............................................................9

ARTICLE IV CAPITAL STOCK............................................................9
    4.1      Issuance of Stock......................................................9
    4.2      Certificates of Stock..................................................9
    4.3      Transfers.............................................................10
    4.4      Lost, Stolen or Destroyed Certificates................................10
    4.5      Record Date...........................................................10

ARTICLE V GENERAL PROVISIONS.......................................................11
    5.1      Fiscal Year...........................................................11
    5.2      Corporate Seal........................................................11
    5.3      Waiver of Notice......................................................11
    5.4      Voting of Securities..................................................11
    5.5      Evidence of Authority.................................................12
    5.6      Certificate of Incorporation..........................................12
    5.7      Transactions with Interested Parties..................................12
    5.8      Severability..........................................................12
    5.9      Pronouns..............................................................13

ARTICLE VI AMENDMENTS..............................................................13
    6.1      By the Board of Directors.............................................13
    6.2      By the Stockholders...................................................13



                                     - ii -


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                   NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.

                                    ARTICLE I

                                  STOCKHOLDERS

     1.1   PLACE OF MEETINGS. All meetings of stockholders shall be held at such
place as may be designated from time to time by the Board of Directors, the
Chairman of the Board or the President or, if not so designated, at the
principal office of the corporation.

     1.2   ANNUAL MEETING. Unless directors are elected by consent in lieu of an
annual meeting, the annual meeting of stockholders for the election of directors
and for the transaction of such other business as may properly be brought before
the meeting shall be held during the month of March on a date and at a time
designated by the Board of Directors, the Chairman of the Board or the President
(which date shall not be a legal holiday in the place where the meeting is to be
held). If no annual meeting is held in accordance with the foregoing provisions,
a special meeting may be held in lieu of the annual meeting, and any action
taken at that special meeting shall have the same effect as if it had been taken
at the annual meeting, and in such case all references in these By-laws to the
annual meeting of the stockholders shall be deemed to refer to such special
meeting.

     1.3   SPECIAL MEETINGS. Special meetings of stockholders for any purpose or
purposes may be called at any time by the Board of Directors, the Chairman of
the Board or the President, but such special meetings may not be called by any
other person or persons. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.

     1.4   NOTICE OF MEETINGS. Except as otherwise provided by law, written
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and time of the meeting and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting. The notice of a special meeting
shall state, in addition, the purpose or purposes for which the meeting is
called. If notice is given by mail, such notice shall be deemed given when
deposited in the United States mail, postage prepaid,



directed to the stockholder at such stockholder's address as it appears on the
records of the corporation.

     1.5   VOTING LIST. The Secretary shall prepare, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. The list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

     1.6   QUORUM. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. A quorum, once established at a meeting,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum.

     1.7   ADJOURNMENTS. Any meeting of stockholders may be adjourned from time
to time to any other time and to any other place at which a meeting of
stockholders may be held under these By-laws by the stockholders present or
represented at the meeting and entitled to vote, although less than a quorum,
or, if no stockholder is present, by any officer entitled to preside at or to
act as secretary of such meeting. At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.

     1.8   VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder, unless
otherwise provided by law or the Certificate of Incorporation. Each stockholder
of record entitled to vote at a meeting of stockholders, or to express consent
or dissent to corporate action without a meeting, may vote or express such
consent or dissent in person or may authorize another person or persons to vote
or act for such stockholder by a proxy executed and delivered to the Secretary
of the corporation. No such proxy shall be voted or acted upon after six months
from the date of its execution, unless the proxy expressly provides for a longer
period.

     1.9   ACTION AT MEETING. When a quorum is present at any meeting, any
matter other than the election of directors to be voted upon by the stockholders
at such meeting shall be decided by the vote of the holders of shares of stock
having a majority of the votes cast by the holders of all of the shares of stock
present or represented and voting on such matter (or if there are two or more
classes of stock entitled to vote as separate classes, then in the case of each
such class, the holders of a majority of the stock of that class present or
represented and voting on such matter), except when a different vote is required
by law, the Certificate of Incorporation or these By-Laws. When a quorum is
present at any meeting, any election by stockholders of directors shall be
determined by a plurality of the votes cast on the election.

                                      - 2 -


     1.10  CONDUCT OF MEETINGS.

           (a)  CHAIRMAN OF MEETING. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in the Chairman's absence by the
Vice Chairman of the Board, if any, or in the Vice Chairman's absence by the
President, or in the President's absence by a Vice President, or in the absence
of all of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen by vote of
the stockholders at the meeting. The Secretary shall act as secretary of the
meeting, but in the Secretary's absence the chairman of the meeting may appoint
any person to act as secretary of the meeting.

           (b)  RULES, REGULATIONS AND PROCEDURES. The Board of Directors of the
corporation may adopt by resolution such rules, regulations and procedures for
the conduct of any meeting of stockholders of the corporation as it shall deem
appropriate. Except to the extent inconsistent with such rules, regulations and
procedures as adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the corporation, their duly authorized
and constituted proxies or such other persons as shall be determined; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with the rules of parliamentary procedure.

     1.11  ACTION WITHOUT MEETING.

           (a)  TAKING OF ACTION BY CONSENT. Any action required or permitted to
be taken at any annual or special meeting of stockholders of the corporation may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted. Except as otherwise
provided by the Certificate of Incorporation, stockholders may act by written
consent to elect directors; provided, however, that, if such consent is less
than unanimous, such action by written consent may be in lieu of holding an
annual meeting only if all of the directorships to which directors could be

                                      - 3 -


elected at an annual meeting held at the effective time of such action are
vacant and are filled by such action.

           (b)  NOTICE OF TAKING OF CORPORATE ACTION. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing
and who, if the action had been taken at a meeting, would have been entitled to
notice of the meeting if the record date for such meeting had been the date that
written consents signed by a sufficient number of holders to take the action
were delivered to the corporation.

                                   ARTICLE II

                                    DIRECTORS

     2.1   GENERAL POWERS. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law, the
Certificate of Incorporation or these By-laws. In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board until the vacancy is filled.

     2.2   NUMBER; ELECTION AND QUALIFICATION. The number of directors which
shall constitute the whole Board of Directors shall be determined from time to
time by resolution of the stockholders or the Board of Directors, but in no
event shall be less than one. The number of directors may be decreased at any
time and from time to time either by the stockholders or by a majority of the
directors then in office, but only to eliminate vacancies existing by reason of
the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote on such election. Directors need
not be stockholders of the corporation.

     2.3   ENLARGEMENT OF THE BOARD. The number of directors may be increased at
any time and from time to time by the stockholders or by a majority of the
directors then in office.

     2.4   TENURE. Each director shall hold office until the next annual meeting
and until a successor is elected and qualified, or until such director's earlier
death, resignation or removal.

     2.5   VACANCIES. Unless and until filled by the stockholders, any vacancy
in the Board of Directors, however occurring, including a vacancy resulting from
an enlargement of the Board, may be filled by vote of a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. A director elected to fill a vacancy shall be elected for the
unexpired term of such director's predecessor in office, and a director chosen
to fill a position resulting from an increase in the number of directors shall
hold office until the next

                                      - 4 -


annual meeting of stockholders and until a successor is elected and qualified,
or until such director's earlier death, resignation or removal.

     2.6   RESIGNATION. Any director may resign by delivering a resignation in
writing or by electronic transmission to the corporation at its principal office
or to the Chairman of the Board, the President or the Secretary. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some later time or upon the happening of some later event.

     2.7   REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall be determined from time to
time by the Board of Directors; provided that any director who is absent when
such a determination is made shall be given notice of the determination. A
regular meeting of the Board of Directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

     2.8   SPECIAL MEETINGS. Special meetings of the Board of Directors may be
held at any time and place designated in a call by the Chairman of the Board,
the President, two or more directors, or by one director in the event that there
is only a single director in office.

     2.9   NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be duly given to each
director (i) by giving notice to such director in person or by telephone at
least 24 hours in advance of the meeting, (ii) by sending a telegram or
delivering written notice by hand, to such director's last known business or
home address at least 48 hours in advance of the meeting, or (iii) by sending
written notice, via first-class mail or reputable overnight courier, to such
director's last known business or home address at least 72 hours in advance of
the meeting. A notice or waiver of notice of a meeting of the Board of Directors
need not specify the purposes of the meeting.

     2.10  MEETINGS BY CONFERENCE COMMUNICATIONS EQUIPMENT. Directors may
participate in meetings of the Board of Directors or any committee thereof by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such meeting.

     2.11  QUORUM. A majority of the total number of the whole Board of
Directors shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third of
the number of directors fixed pursuant to Section 2.2 of these By-laws
constitute a quorum. In the absence of a quorum at any such meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice other than announcement at the meeting, until a quorum shall be
present.

                                      - 5 -


     2.12  ACTION AT MEETING. At any meeting of the Board of Directors at which
a quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these By-laws.

     2.13  ACTION BY CONSENT. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent to the action in writing or by electronic transmission, and the written
consents and electronic transmissions are filed with the minutes of proceedings
of the Board or committee.

     2.14  REMOVAL. Any one or more or all of the directors may be removed, with
or without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors, except that the directors elected by the
holders of a particular class or series of stock may be removed without cause
only by vote of the holders of a majority of the outstanding shares of such
class or series.

     2.15  COMMITTEES. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of law, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the corporation to be
affixed to all papers which may require it. Each such committee shall keep
minutes and make such reports as the Board of Directors may from time to time
request. Except as the Board of Directors may otherwise determine, any committee
may make rules for the conduct of its business, but unless otherwise provided by
the directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these By-laws for the Board of
Directors.

     2.16  COMPENSATION OF DIRECTORS. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

                                      - 6 -


                                   ARTICLE III

                                    OFFICERS

     3.1   TITLES. The officers of the corporation shall consist of a President,
a Secretary, a Treasurer and such other officers with such other titles as the
Board of Directors may determine, including a Chairman of the Board, a Vice
Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers,
and Assistant Secretaries. The Board of Directors may appoint such other
officers as it may deem appropriate.

     3.2   ELECTION. The President, Treasurer and Secretary shall be elected
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

     3.3   QUALIFICATION. No officer need be a stockholder. Any two or more
offices may be held by the same person.

     3.4   TENURE. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-laws, each officer shall hold office until such
officer's successor is elected and qualified, unless a different term is
specified in the resolution electing or appointing such officer, or until such
officer's earlier death, resignation or removal.

     3.5   RESIGNATION AND REMOVAL. Any officer may resign by delivering a
written resignation to the corporation at its principal office or to the Chief
Executive Officer or the Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some later time or upon the
happening of some later event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following such officer's resignation or removal, or any right to
damages on account of such removal, whether such officer's compensation be by
the month or by the year or otherwise, unless such compensation is expressly
provided in a duly authorized written agreement with the corporation.

     3.6   VACANCIES. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary. Each such successor shall hold office for the unexpired term of
such officer's predecessor and until a successor is elected and qualified, or
until such officer's earlier death, resignation or removal.

                                      - 7 -


     3.7   CHAIRMAN OF THE BOARD. The Board of Directors may appoint from its
members a Chairman of the Board. If the Board of Directors appoints a Chairman
of the Board, such Chairman shall perform such duties and possess such powers as
are assigned by the Board of Directors and, if the Chairman of the Board is also
designated as the corporation's Chief Executive Officer, shall have the powers
and duties of the Chief Executive Officer prescribed in Section 3.8 of these
By-laws. Unless otherwise provided by the Board of Directors, the Chairman of
the Board shall preside at all meetings of the Board of Directors and
stockholders.

     3.8   PRESIDENT; CHIEF EXECUTIVE OFFICER. Unless the Board of Directors has
designated the Chairman of the Board or another person as the corporation's
Chief Executive Officer, the President shall be the Chief Executive Officer of
the corporation. The Chief Executive Officer shall have general charge and
supervision of the business of the Corporation subject to the direction of the
Board of Directors. The President shall perform such other duties and shall have
such other powers as the Board of Directors and the Chief Executive Officer (if
the Chairman of the Board or another person is serving in such position) may
from time to time prescribe.

     3.9   VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe. In the event of the absence, inability or refusal
to act of the Chief Executive Officer, the President (if the President is not
the Chief Executive Officer), and then the Vice President (or if there shall be
more than one, the Vice Presidents in the order determined by the Board of
Directors), shall perform the duties of the Chief Executive Officer and when so
performing shall have all the powers of and be subject to all the restrictions
upon the Chief Executive Officer. The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.

     3.10  SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the secretary, including without limitation the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary, the Assistant Secretary, (or if there shall be more than one,
the Assistant Secretaries in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

                                      - 8 -


     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the chairman of the meeting shall designate a
temporary secretary to keep a record of the meeting.

     3.11  TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned by the
Board of Directors or the Chief Executive Officer. In addition, the Treasurer
shall perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Treasurer, the Assistant Treasurer, (or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.

     3.12  SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                                   ARTICLE IV

                                 CAPITAL STOCK

     4.1   ISSUANCE OF STOCK. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any shares of the authorized capital stock of the
corporation held in the corporation's treasury may be issued, sold, transferred
or otherwise disposed of by vote of the Board of Directors in such manner, for
such lawful consideration and on such terms as the Board of Directors may
determine.

     4.2   CERTIFICATE OF STOCK. Every holder of stock of the corporation shall
be entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
such holder in the corporation. Each such certificate shall be signed by, or in
the name of the corporation by, the Chairman or Vice-Chairman, if any, of the
Board of Directors, or the President or a Vice President, and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation. Any or all of the signatures on the certificate may be a facsimile.

                                      - 9 -


     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, these By-laws,
applicable securities laws or any agreement among any number of stockholders or
among such holders and the corporation shall have conspicuously noted on the
face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of each certificate representing shares of such
class or series of stock, provided that in lieu of the foregoing requirements
there may be set forth on the face or back of each certificate representing
shares of such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests a copy of the full
text of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

     4.3   TRANSFERS. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of these By-laws.

     4.4   LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may issue a
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.

     4.5   RECORD DATE. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of

                                     - 10 -


any change, conversion or exchange of stock, or for the purpose of any other
lawful action. Such record date shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 10 days after the date of
adoption of a record date for a consent without a meeting, nor more than 60 days
prior to any other action to which such record date relates.

     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. If no record date is fixed, the record date for determining
stockholders entitled to express consent to corporate action without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first consent is properly delivered to the corporation. If no record
date is fixed, the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating to such purpose.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                                    ARTICLE V

                               GENERAL PROVISIONS

     5.1   FISCAL YEAR. Except as from time to time otherwise designated by the
Board of Directors, the fiscal year of the corporation shall begin on the first
day of May of each year and end on the last day of April in each year.

     5.2   CORPORATE SEAL. The corporate seal shall be in such form as shall be
approved by the Board of Directors.

     5.3   WAIVER OF NOTICE. Whenever notice is required to be given by law, by
the Certificate of Incorporation or by these By-laws, a written waiver, signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before, at or after the time stated in such
notice, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     5.4   VOTING OF SECURITIES. Except as the Board of Directors may otherwise
designate, the President or the Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at,

                                     - 11 -


any meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this corporation.

     5.5   EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

     5.6   CERTIFICATE OF INCORPORATION. All references in these By-laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

     5.7   TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors at which the contract or transaction is authorized or solely
because any such director's or officer's votes are counted for such purpose, if:

           (a)  The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum;

           (b)  The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or

           (c)  The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the Board of Directors, a
committee of the Board of Directors, or the stockholders.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     5.8   SEVERABILITY. Any determination that any provision of these By-laws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-laws.

                                     - 12 -


     5.9   PRONOUNS. All pronouns used in these By-laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

                                   ARTICLE VI

                                   AMENDMENTS

     6.1   BY THE BOARD OF DIRECTORS. These By-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present.

     6.2   BY THE STOCKHOLDERS. These By-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of the holders of
a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting.

                                     - 13 -



                                                                   Exhibit 3.94

STATE OF NEW YORK    }
                       SS:
DEPARTMENT OF STATE  }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

[SEAL]

                                                     /s/ [ILLEGIBLE]
                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266 (7/00)



                          CERTIFICATE OF INCORPORATION

                                       OF

                 NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH

             PURSUANT TO SECTION 402 OF THE BUSINESS CORPORATION LAW

                                       OF

                              THE STATE OF NEW YORK
  *****************************************************************************

   I, the undersigned, desiring to form a corporation pursuant to section 402 of
the Business corporation Law of the State of New York, do hereby make, subscribe
and acknowledge this certificate for that purpose as follows:

   FIRST:      The name of the proposed corporation is

           NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH

   SECOND:     The purpose for which said corporation is to be formed is to do
any and all of the things hereinafter set forth to the same extent as natural
persons might or could do, namely:

               to buy, sell, exchange, rent, lease, sub-lease, or otherwise
               acquire, and to erect, construct, maintain, improve, rebuild,
               enlarge, alter, manage, control, develop, assign, transfer,
               convey, pledge, alienate, or otherwise dispose of, and to
               mortgage or otherwise encumber, and to generally deal in real and
               personal property wherever situated, either directly or through
               ownership of shares in any corporation, and

to such extent as a corporation organized under the Business corporation Law of
New York may now or hereafter lawfully do, to

                                        1


do, either as principal or agent and either alone or in connection with other
corporations, firms, or individuals, all and everything necessary, suitable,
convenient or proper for, or in connection with, or incident to, the
accomplishment of any of the purposes or the attainment of any one or more of
the objects herein enumerated, or designed, directly or indirectly to promote
the interests of this Corporation or to enhance the value of its properties; and
in general to do any and all things and exercise any and all powers, rights, and
privileges which a corporation may now or hereafter be organized to do or to
exercise under the Business Corporation Law of New York, or under any act
amendatory thereof, supplemental thereto, or substituted therefor.

   THIRD:      The office of the corporation is to be located in the County of
Albany and State of New York.

   FOURTH:     The aggregate number of shares which the corporation shall have
the authority to issue is 200 shares of no par value.

   FIFTH:      The shares shall be designated as "common stock".

   SIXTH:      The Secretary of State is designated as agent of the corporation
upon whom process against it may be served. The post office address to which the
Secretary of State shall mail a copy of any process served upon him is: The
Corporation, c/o Miller, Seeley & Segel, P.C., 5 Washington Square, Washington
Avenue Extension, Albany, New York 12205.

   The undersigned incorporator is of the age of eighteen years or over.

                                        2


   IN WITNESS WHEREOF, this Certificate has been subscribed this 23rd day of
September, 1988 by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.

                                              /s/ James F. Seeley
                                              ----------------------------------
                                              James F. Seeley
                                              4 Hudson Court
                                              Ballston Lake, New York 12019

                                        3


                          CERTIFICATE OF INCORPORATION

                                       OF

                         NORTHERN PROPERTIES CORPORATION
                                 OF PLATTSBURGH

 STATE OF NEW YORK
DEPARTMENT OF STATE

FILED OCT 07 1988

AMT. OF CHECK $ 120
FILING FEE $ 100
TAX $ 10
COUNTY FEE $________
COPY $______________
CERT $______________
REFUND $____________
SPEC HANDLE $ 10

BY: /s/ [ILLEGIBLE]
   -----------------
[ILLEGIBLE]

                          MILLER, SEELEY & SEGEL, P.C.
                         ATTORNEYS and COUNSELORS AT LAW
                               5 WASHINGTON SQUARE
                                ALBANY N.Y 12205
                                 (518) 452-0941

                                   [ILLEGIBLE]



STATE OF NEW YORK   }  SS:
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

[SEAL]

                                                      /s/ [ILLEGIBLE]
                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266 (7/00)



                                                                   F941031000213

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                         CERTIFICATE OF INCORPORATION OF

                 NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

     The undersigned, being the President and Secretary of NORTHERN PROPERTIES
CORPORATION OF PLATTSBURGH do hereby certify and set forth:

     (1)  The name of the corporation is: NORTHERN PROPERTIES CORPORATION OF
PLATTSBURGH.

     (2)  The Certificate of Incorporation of NORTHERN PROPERTIES CORPORATION OF
PLATTSBURGH was filed with the Department of State of the State of New York on
the 7th day of October, 1988.

     (3)  The Certificate of Incorporation is amended to reflect the imposition
of restrictions on the Board of Directors. A new Article SEVENTH shall be added
to the Certificate of Incorporation of NORTHERN PROPERTIES CORPORATION OF
PLATTSBURGH imposing restrictions on the Board of Directors and shall read as
follows:

     SEVENTH:  All managerial acts in the conduct of the corporate affairs shall
     be authorized or consented to by the shareholders and the board shall have
     no discretion or power in connection therewith, except that where necessary
     or convenient as determined by the shareholders, the board shall accept any
     resolution concerning the business and affairs of the corporation as may be
     directed by the shareholders.

     The affirmative vote of 67% of the issued and outstanding shares entitled
     to vote shall be necessary to approve the actions requiring the approval of
     the shareholders as provided for herein:

     (4)  The amendment to the certificate of Incorporation was authorized by a
vote of the Board of Directors, followed by the unanimous affirmative vote of
the Shareholders of the Corporation at a meeting of the Directors and
Shareholders of said corporation duly called and held on the 17th day of
October, 1994, a quorum being present.

                                   [ILLEGIBLE]

                                        1


     IN WITNESS WHEREOF, this Certificate has been subscribed this 20th day of
October, 1994, by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.


                                              /s/ Ross M. Sarbou
                                              ----------------------------------
                                              Ross M. Sarbou, President


                                              /s/ Gloria Sarbou
                                              ----------------------------------
                                              Gloria Sarbou, Secretary

                                        2


                                                                   F941031000213

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                         CERTIFICATE OF INCORPORATION OF

                 NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH


                                STATE OF NEW YORK
                               DEPARTMENT OF STATE
                                   OCT 31 1994
                                   [ILLEGIBLE]


                     STAFFORD, TROMBLEY, PURCELL, LAMTINEN,
                             OWENS & CURTIN, P.C.
                                   [ILLEGIBLE]

                                                                    941031000228

                                        3


STATE OF NEW YORK    }  SS:
DEPARTMENT OF STATE  }


I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

[SEAL]

                                                     /s/ [ILLEGIBLE]
                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266 (7/00)



                                                                   F981222000618

                              CERTIFICATE OF MERGER

                                       OF

                               NP ACQUISITION, INC.

                                       AND

                 NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH

                                      INTO

                 NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH

                Under Section 904 of the Business Corporation Law

     We, the undersigned, being respectively the Vice President and Assistant
Secretary of NP Acquisition, Inc., and the President and Secretary of Northern
Properties Corporation of Plattsburgh, certify:

The Agreement and Plan of the Merger was adopted by the board of directors of
each constituent corporation.

     1.   The name of each constituent corporation is as follows:

                 NP Acquisition, Inc and Northern Properties
                           Corporation of Plattsburgh

     2.   The name of the surviving corporation is:

                 Northern Properties Corporation of Plattsburgh

     3.   The number of outstanding shares of NP Acquisition, Inc, is ten (10)
          shares without par value, all of which are entitled to vote. The
          number of outstanding shares of Northern Properties Corporation of
          Plattsburgh is ten (10) shares without par value, all of which shares
          are entitled to vote.

                                        1


     4.   The Certificate of Incorporation of NP Acquisition Inc., was filled by
          the Department of State on the 21st day of December, 1998 and the
          Certificate of Incorporation of Northern Properties Corporation of
          Plattsburgh, was filed by the Department of State on October ?? 1988,
          which Certificate of Incorporation was last amended by a Certificate
          of Amendment of the Certificate of Incorporation of Northern
          Properties Corporation of Plattsburgh filed by the Department of State
          on October 31, 1994.

     5.   The Merger was authorized by the Unanimous Written Consent of all
          outstanding shares of NP Acquisition, Inc., entitled to vote thereon
          and by the Unanimous Written consent of all outstanding shares of
          Northern Properties Corporation of Plattsburgh, entitled to vote
          thereon.

     6.   The Merger shall be effective on 12/23/98.

     IN WITNESS WHEREOF, the undersigned have each signed this certificate and
affirmed the truth of the statements contained therein under penalty of perjury
this 22nd of December, 1998.

                                              NP ACQUISITION, INC.


                                              By: /s/ Jerry S. Cifor
                                                  ------------------------------
                                                  Jerry S. Cifor, Vice President
                                                  and Assistant Secretary

                                        2


                                              NORTHERN PROPERTIES
                                              CORPORATION OF PLATTSBURGH


                                              By: /s/ Ross M. Sarbou, President
                                                  ------------------------------
                                                  Ross M. Sarbou, President


                                              By: /s/ Gloria Sarbou, Secretary
                                                  ------------------------------
                                                  Gloria Sarbou, Secretary

                                        3


                                                                   F981222000698

                              CERTIFICATE OF MERGER

                                       OF

                               NP ACQUISITION INC.

                                       AND

                 NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH

                                      INTO

                 NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH

                Under Section 904 of the Business Corporation Law


[NS NATIONWIDE INFORMATION SERVICES INC LOGO]

52 JAMES STREET
ALBANY, NY 12207

(800) 873-3482
(800) 234-8522 FAX

*FILER
JACK OULGLEY
Corporate Assistant Manager

                                                  Dec 22, 1998

                                                                    981222000673

                                        4



                                                                   Exhibit 3.95

                                   BY-LAWS OF

                 NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH

                               ARTICLE I - OFFICES

     The principal office of the Corporation shall be in the County of Clinton,
State of New York. The Corporation may also have offices at such other places
within the State of New York as the Board may from time to time determine or the
business of the Corporation may require.

                            ARTICLE II - SHAREHOLDERS

     1.   PLACE OF MEETINGS. Meetings of the shareholders shall be held at the
principal office of the Corporation or at such place within or without the State
of New York as the Board shall authorize.

     2.   ANNUAL MEETING. The annual meeting of the shareholders shall be held
on the first day of October, at 10:00 a.m. in each year if not a legal holiday,
and, if a legal holiday, then on the next business day following the same hour,
when the shareholders shall elect a Board and transact such other business as
may properly come before the meeting.

     3.   SPECIAL MEETINGS. Special meetings of the shareholders may be called
by the Board or by the President and shall be called by the President or the
Secretary at the request in writing of a majority of the Board or at the request
in writing by shareholders owning a majority in amount of the shares issued and
outstanding. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at a special meeting shall be confined to the
purposes stated in the notice.

     4.   FIXING RECORD DATE. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board shall fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than fifty (50) days nor less than ten (10) days before the date of such
meeting, nor more than fifty (50) days prior to any other action. If no record
date is fixed, it shall be determined in accordance with the provisions of law.

     5.   NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of each meeting of
shareholders shall state the purpose or purposes for which the meeting is
called, the place, date and hour of the meeting and unless it is the annual
meeting, shall indicate that it is being issued by or at the direction of the
person or persons calling the meeting. Notice shall be given either personally
or by mail to each shareholder entitled to vote at such meeting, not less than
three (3) nor more than fifty (50) days before the date of the meeting. If
action is



proposed to be taken that might entitle shareholders to payment for their
shares, the notice shall include a statement of that purpose and to that effect.
If mailed, the notice is given when deposited in the United States mail, with
postage thereon prepaid, directed to the shareholder at his address as it
appears on the record of shareholders, or, if he shall have filed with the
Secretary a written request that notices to him be mailed to some other address,
then directed to him at such other address.

     6.   WAIVERS. Notice of meeting need not be given to any shareholder who
signs a waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting, shall constitute a
waiver of notice by him.

     7.   QUORUM OF SHAREHOLDERS. Unless the certificate of incorporation
provides otherwise, the holders of a majority of the shares entitled to vote
thereat shall constitute a quorum at a meeting of shareholders for the
transaction of any business, provided that when a specified item of business is
required to be voted on by a class or classes, the holders of a majority of the
shares of such class or classes shall constitute a quorum for the transaction of
such specified items of business.

          When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders.

          The shareholders present may adjourn the meeting despite the absence
of a quorum.

     8.   PROXIES. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy.

          Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.

     9.   QUALIFICATION OF VOTERS. Every shareholder of record shall be entitled
at every meeting of shareholders, to one vote for every share in his name on the
record of shareholders, unless otherwise provided in the certificate of
incorporation.

     10.  VOTE OF SHAREHOLDERS. Except as otherwise required by statute or by
the certificate of incorporation:

          A.   Directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

          B.   All other corporate action shall be authorized by a majority of
the votes



cast.

     11.  WRITTEN CONSENT OF SHAREHOLDERS. Any action that may be taken by vote
may be taken without a meeting on written consent, setting forth the action so
taken, signed by the holders of all the outstanding shares entitled to vote
thereon or signed by the holders of two-thirds of all of the outstanding shares.

                             ARTICLE III - DIRECTORS

     1.   BOARD OF DIRECTORS. Subject to any provision in the certificate of
incorporation the business of the Corporation shall be managed by its Board of
Directors, each of whom shall be at least twenty-one (21) years of age but need
not be shareholders.

     2.   NUMBER OF DIRECTORS. The number of Directors shall initially be three
(3). Either the Board or the shareholders may increase or decrease the number of
Directors.

     3.   ELECTION AND TERM OF DIRECTORS. At each annual meeting of
shareholders, the shareholders shall elect Directors to hold office until the
next annual meeting. Each Director shall hold office until the expiration of the
term for which he is elected and until his successor has been elected and
qualified, or until his prior resignation or removal.

     4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships
resulting from an increase in the number of Directors and vacancies occurring in
the Board for any reason except the removal of Directors without cause may be
filled by a vote of a majority of the Directors then in office, although less
than a quorum exists, unless otherwise provided in the certificate of
incorporation. A Director elected to fill a vacancy caused by resignation, death
or removal, shall be elected to hold office for the unexpired term of his
predecessor.

     5.   REMOVAL OF DIRECTORS. Any or all of the Directors may be removed for
cause by vote of the shareholders or by action of the Board. Directors may be
removed without cause only by vote of the shareholders.

     6.   RESIGNATION. A Director may resign at any time by giving written
notice to the Board, the President or the Secretary of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.

     7.   QUORUM OF DIRECTORS. Unless otherwise provided in the certificate of
incorporation, a majority of the entire Board shall constitute a quorum for the
transaction of business or of any specified item of business.

     8.   ACTION OF THE BOARD. Unless otherwise required by law, the vote of a
majority of the Directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the Board. Each Director present shall
have one vote regardless of the



number of shares, if any, which he may hold.

     9.   PLACE AND TIME OF BOARD MEETING. The Board may hold its meetings at
the office of the Corporation or at such other places, either within or without
the State of New York, as it may from time to time determine.

     10.  REGULAR ANNUAL MEETING. A regular annual meeting of the Board shall be
held immediately following the annual meeting of shareholders at the place of
such annual meeting of shareholders.

     11.  NOTICE OF MEETING OF THE BOARD, ADJOURNMENT.

          A.   Regular meetings of the Board may be held without notice at such
time and place as it shall from time to time determine. Special meetings of the
Board shall beheld upon notice to the Directors and may be called by the
President upon two (2) days notice to each Director either personally or by
mail or by facsimile; special meetings shall be called by the President or by
the Secretary in a like manner on written request of two (2) Directors. Notice
of a meeting need not be given to any Director who submits a waiver of notice
whether before or after the meeting or who attends the meeting without protest
prior thereto or at its commencement, the lack of notice to him.

          B.   A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all Directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other Directors.

     12.  CHAIRMAN. At all meetings of the Board, the President, or in his
absence a Chairman chosen by the Board, shall preside.

     13.  EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution adopted by a
majority of the entire Board, may designate from among its members an executive
committee and other committees, each consisting of any number of Directors,
each such committee shall serve at the pleasure of the Board.

     14.  COMPENSATION. No compensation shall be paid to Directors, as such, for
their services, but by resolution of the Board a fixed sum and expenses for
actual attendance, at each regular or special meeting of the Board may be
authorized. Nothing herein contained shall be construed to preclude any Director
from serving the Corporation in any other capacity and receiving compensation
therefore.

     15.  TELEPHONIC CONFERENCE. Any one or more members of the Board of
Directors, or of any committee thereof, may participate in the meeting of such
Board or committee by means of a conference phone or similar equipment which
allows all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at such a
meeting.



     16.  DIRECTORS CONSENT. Any action that may be taken by vote may be taken
without a meeting on written consent, setting forth the action so taken, signed
by all the Directors entitled to vote thereon.

                              ARTICLE IV - OFFICES

     1.   OFFICES, ELECTION, TERM.

          A.   Unless otherwise provided for in the certificate of
incorporation, the Board may elect to appoint a president, one (1) or more vice
presidents, a secretary and a treasurer, and such other offices as it may
determine, who shall have such duties, powers and functions as hereinafter
provided.

          B.   All officers shall be elected or appointed to hold office until
the meeting of the Board following the annual meeting of shareholders.

          C.   Each officer shall hold office for the term for which he is
elected or appointed until his successor has been elected or appointed and
qualified.

     2.   REMOVAL, RESIGNATION, SALARY, ETC.

          A.   Any officer elected or appointed by the Board may be removed by
the Board with or without cause.

          B.   In the event of the death, resignation or removal of an officer,
the Board in its discretion may elect or appoint a successor to fill the
unexpired term.

          C.   Any two (2) or more offices may be held by the same person.

          D.   The salaries of all officers shall be fixed by the Board.

          E.   The Directors may require any officer to give security for the
faithful performance of his duties.

     3.   PRESIDENT. The President shall be the chief executive officer of the
Corporation; he shall preside at all meetings of the shareholders and of the
Board; he shall have the management of the business of the Corporation and shall
see that all orders and resolutions of the Board are carried into effect.

     4.   VICE-PRESIDENTS. During the absence or disability of the President,
the Vice-President, if any, or if there are more than one, the executive
Vice-President, shall have all the powers and functions of the President. Each
Vice-President shall perform such other duties as the Board shall prescribe.

     5.   SECRETARY. The Secretary shall:



          A.   Attend all meetings of the Board and of the shareholders;

          B.   Record all votes and minutes of all proceedings in a book to be
kept for that purpose;

          C.   Give or cause to be given notice of all meetings of shareholders
and of special meetings of the Board;

          D.   Keep in safe custody the seal of the corporation and affix it to
any instrument when authorized by the Board;

          E.   When required, prepare or cause to be prepared and available at
each meeting of shareholders a certified list in alphabetical order of the names
of the shareholders entitled to vote thereat, indicating the number of shares of
each respective class held by each;

          F.   Keep all the documents and records of the Corporation as
required by law or otherwise in a proper and safe manner;

          G.   Perform such other duties as may be prescribed by the Board.

     6.   ASSISTANT SECRETARIES. During the absence or disability of the
Secretary, the assistant secretary, if any, or if there are more than one, the
one so designated by the Secretary or by the Board, shall have all the powers
and functions of the Secretary.

     7.   TREASURER. The Treasurer shall:

          A.   Have the custody of the corporate funds and securities;

          B.   Keep full and accurate accounts of receipts and disbursements in
the corporate books;

          C.   Deposit all money and other valuables in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board;

          D.   Disburse the funds of the Corporation as may be ordered or
authorized by the Board and preserve proper vouchers for such disbursements;

          E.   Render to the President and Board at the regular meetings of the
Board, or whenever they require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation;

          F.   Render a full financial report at the annual meeting of the
shareholders is so requested;

          G.   Be furnished by all corporate officers and agents at his request,
with such reports and statements as he may require as to all financial
transactions of the Corporation;



          H.   Perform such other duties as are given to him by these By-Laws or
as from time to time are assigned to him by the Board or the President.

     8.   ASSISTANT TREASURER. During the absence or disability of the
Treasurer, the assistant treasurer, if any, or if there are more than one (1),
the one so designated by the Secretary or by the Board, shall have all the
powers and functions of the Treasurer.

     9.   SURETIES AND BONDS. In case the Board shall so require, any officer or
agent of the Corporation shall execute to the Corporation a bond in such sum and
with such surety or sureties as the Board may direct, conditioned upon the
faithful performance of his duties to the Corporation and including
responsibility for negligence and for the account of all property, funds or
securities of the Corporation which may come into his hands.

                       ARTICLE V - CERTIFICATES FOR SHARES

     1.   CERTIFICATES. The shares of the Corporation shall be represented by
certificates. They shall be numbered and entered in the books of the Corporation
as they are issued. They shall exhibit the holder's name and the number of
shares and shall be signed by the President or Vice President and the Treasurer
or the Secretary and shall bear the corporate seal.

     2.   LOST OR DESTROYED CERTIFICATES. The Board may direct a new certificate
or certificates to be issued in place of the certificate or certificates
therefore issued by the Corporation, alleged to have been lost or destroyed,
upon the making of an affidavit of the fact by the person claiming the
certificate to be lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board may in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the Corporation a bond in such
sum with such surety or sureties as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.

     3.   TRANSFERS OF SHARES.

          A.   Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the Corporation which shall be kept at its principal
office. No transfer shall be made within ten (10) days preceding the annual
meeting of shareholders.

          B.   The Corporation shall be entitled to treat the holder of record
of any share as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the State of



New York.

     4.   CLOSING TRANSFER BOOKS. The Board shall have the power to close the
share transfer books of the Corporation for a period of not more than ten (10)
days during the thirty (30) day period immediately preceding (a) any
shareholders' meeting, or (b) any date upon which shareholders shall be called
upon to or have a right to take action without a meeting, or (c) any date fixed
for the payment of a dividend or any other form of distribution, and only those
shareholders of record at the time the transfer books are closed, shall be
recognized as such for the purpose of (x) receiving notice of or voting at such
meeting, or (y) allowing them to take appropriate action, or (z) entitling them
to receive any dividend or other form of distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to any provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the Corporation may be
declared in such amounts and at such time or times as the Board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the Corporation available for dividends such sum or sums as the Board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purposes the Board shall think
conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve.

                          ARTICLE VII - CORPORATE SEAL

     The seal of the Corporation shall be circular in form and bear the name of
the Corporation, the year of its organization and the words "Corporate Seal, New
York". The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.

                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

     All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the Board may from time to time designate.

                            ARTICLE IX - FISCAL YEAR

     The Fiscal year shall begin on the 1st day of May in each year.



            ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these By-Laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                           ARTICLE XI - BY-LAW CHANGES

     1.   AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

          A.   Except as otherwise provided in the certificate of incorporation,
the By-Laws may be amended, repealed or adopted by vote of the holders of the
shares at the time entitled to vote in the election of any Directors. By-Laws
may also be amended, repealed or adopted by the Board but any By-law adopted by
the Board may be amended by the shareholders entitled to vote thereon as
hereinabove provided.

          B.   If any By-law regulating an impending election of Directors is
adopted, amended or repealed by the Board, there shall be set forth in the
notice of the next meeting of shareholders for the election of Directors the
By-law so adopted amended or repealed, together with the concise statement of
the changes made.

                          ARTICLE XII - INDEMNIFICATION

     The Corporation shall indemnify any person made a party to an action by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he, his testator. or intestate, is or was a director or officer of
the Corporation, against the reasonable expenses, including, attorneys' fees,
actually and necessarily incurred by him in connection with the defense of such
action, or in connection with an appeal therein, except in relation to matters
as to which such director or officer is adjudged to have breached his duty to
the Corporation under Sections 715 or 717 of the New York State Business
Corporation Law.

     The Indemnification herein provided shall not include amounts paid in
settling or otherwise disposing of a threatened action, or a pending action with
or without court approval or expenses incurred in defending a threatened action
or a pending action which is settled for or otherwise disposed of without court
approval.



                                                                   Exhibit 3.96

STATE OF NEW YORK     }
                         SS:
DEPARTMENT OF STATE   }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

[SEAL]
                                              /s/ [ILLEGIBLE]

                                        SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266 (7/00)



                                   4814561

                          CERTIFICATE OF INCORPORATION

                            NORTHERN SANITATION INC.

Under Section 402 of the Business Corporation Law.

     The undersigned, for the purpose of forming a corporation pursuant to
Section 402 of the Business Corporation Law of the State of New York, does
hereby certify and set forth:

     FIRST:  The name of the corporation is NORTHERN SANITATION INC.

     SECOND:  The purposes for which the corporation is formed are:

     To engage in the business of carting and contracting for the removal of
garbage, ashes, rubbish, debris, trash, waste, rags, cloth, waste paper, old
household goods, soil, bricks, stone and any other refuse from any building,
hotel, plant, factory, mill, warehouse, tenement, private dwelling, vacant
property or any other structure of any kind, and also to sell or dispose of said
garbage ashes, soil, bricks, stone or paper or other refuse to any person
desiring to purchase the same; to process the same, and to maintain, acquire,
buy, sell, let or otherwise deal in and with installations or facilities for the
processing thereof, and the sale and disposal of the products of such
processing. To own, lease, buy, sell, operate and maintain a fleet of motor
trucks and other modes of conveyances to carry out the purposes of this
corporation. Generally to engage in the garbage collection business and to
collect and dispose of rubbish placed for collection and disposition by persons,
corporations, associations or firms.

     To deal in generally in second hand and discarded clothing, household
furniture, paper, machinery, tools and implements and all other goods, wares and
merchandise of every kind, and to repair, clean, renovate and otherwise
recondition the said merchandise for resale to others.

     To acquire by purchase, subscription underwriting or otherwise, and to own,
hold for investment, or otherwise, and to use, sell, assign, transfer, mortgage,
pledge, exchange, or otherwise dispose of real and

                                        1


personal property of every sort and description and wheresoever situated,
including shares of stock, bonds, debentures, notes, scrip, securities,
evidences of indebtedness, contracts or obligations of any corporation or
association, whether domestic or foreign, or of any firm or individual or of the
United States or any state, territory or dependency of the United States or any
foreign country, or any municipality or local authority within or without the
United States, and also to issue in exchange therefor, stocks, bonds or other
securities or evidences of indebtedness of this corporation, and, while the
owner or holder of any such property, to receive, collect and dispose of the
interest, dividends and income on or from such property and to possess and
exercise in respect thereto all of the rights, powers and privileges of
ownership, including all voting powers thereon.

     To construct, build, purchase, lease or otherwise acquire, equip, hold,
own, improve, develop, manage, maintain, control, operate, lease, mortgage,
create liens upon, sell, convey or otherwise dispose of and turn to account,
any and all plants, machinery, works, implements and things or property, real
and personal, of every kind and description, incidental to, connected with, or
suitable, necessary or convenient for any of the purposes enumerated herein,
including all or any part or parts of the properties, assets, business and good
will of any persons, firms, associations or corporations.

     The powers, rights and privileges provided in this certificate are not to
be deemed to be in limitation of similar, other or additional powers, rights and
privileges granted or permitted to a corporation by the Business Corporation
Law, it being intended that this corporation shall have all the rights, powers
and privileges granted or permitted to a corporation by such statute.

     THIRD: The office of the corporation is to be located in the City of
Plattsburgh, County of Clinton, State of New York.

     FOURTH: The aggregate number of shares which the corporation shall have the
authority to issue is Two Hundred (200), all of which shall be without par
value.

     FIFTH: The Secretary of State is designated as agent of the corporation
upon whom process against it may be served. The post office address to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is:

                                        2


                                              Sand Plains Road
                                              Plattsburgh, New York 12901

     IN WITNESS WHEREOF, this certificate has been subscribed to this 28th day
of October, 1981 by the undersigned, who affirms that the statements made herein
are true under the penalties of perjury.

                                              /s/ Gerald Weinberg
                                              --------------------------
                                              GERALD WEINBERG
                                              90 State Street
                                              Albany, New York

                                        3


                                       GW
                                     085781

                          CERTIFICATE OF INCORPORATION

                                       OF

                            NORTHERN SANITATION INC.


                                                        STATE OF NEW YORK
                                                       DEPARTMENT OF STATE

4814561                                                FILED NOV 18 1981

                                                       AMT. OF CHECK $ 110
                                                       FILING FEE $ 100
                                                       TAX $ 10
                                                       COUNTY FEE $_______
                                                       COPY $_____________
                                                       CERT $_____________
                                                       REFUND $___________
                                                       SPEC HANDLE $_____

                                                       BY: /s/ [ILLEGIBLE]
                                                           ---------------
                                                            P. Clinton


               Filed by:             Neverett & Asadourian, P.C.
                                     39 Court Street
                                     Plattsburgh, New York 12901

[SEAL]


                                         BILLED


STATE OF NEW YORK    }
                        SS:
DEPARTMENT OF STATE  }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002


[SEAL]

                                                       /s/ [ILLEGIBLE]

                                              SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266 (7/00)



                                                                   F941031000210

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                         CERTIFICATE OF INCORPORATION OF

                            NORTHERN SANITATION, INC.

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

     The undersigned, being the President and Secretary of NORTHERN SANITATION,
INC. do hereby certify and set forth:

     (1)  The name of the corporation is: NORTHERN SANITATION, INC.

     (2)  The Certificate of Incorporation of NORTHERN SANITATION, INC. was
filed with the Department of State of the State of New York on the 13th day of
November, 1981.

     (3)  The Certificate of Incorporation is amended to reflect the imposition
of restrictions on the Board of Directors. A new Article SIXTH shall be added to
the Certificate of Incorporation of NORTHERN SANITATION, INC. imposing
restrictions on the Board of Directors and shall read as follows:

     SIXTH:    All managerial acts in the conduct of the corporate affairs shall
     be authorized or consented to by the shareholders and the board shall have
     no discretion or power in connection therewith, except that where necessary
     or convenient as determined by the shareholders' the board shall adopt any
     resolution concerning the business and affairs of the corporation as may be
     directed by the shareholders.

          The affirmative vote of 67% of the issued and outstanding shares
     entitled to vote shall be necessary to approve actions requiring the
     approval of the shareholders as provided for herein.

     (4)  The amendment to the Certificate of Incorporation was authorized by a
vote of the Board of Directors, followed by the unanimous affirmative vote of
the Shareholders of the corporation at a meeting of the Directors and
Shareholders of said corporation duly called and held on the 17th day of
October, 1994, a quorum being present.

     STAFFORD, TROMBLEY, PURCELL, LAHTINEN, OWENS & CURTIN, PC ATTORNEYS AND
                               COUNSELLORS AT LAW
      ONE CUMBERLAND AVENUE, P O BOX 2947, PLATTSBURGH, NEW YORK 12901-0269


                                        1


     IN WITNESS WHEREOF, this Certificate has been subscribed this 21 day of
October, 1994, by the undersigned who affirm that the statements made herein are
true under the penalties of perjury.

                                              /s/ Gloria Sarbou, President
                                              -----------------------------
                                              Gloria Sarbou, President


                                              /s/ Ross M. Sarbou
                                              -----------------------------
                                              Ross M Sarbou, Secretary


                                        2


                                                                   F941031000210

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                         CERTIFICATE OF INCORPORATION OF

                            NORTHERN SANITATION, INC.


                                                       STATE OF NEW YORK
                                                      DEPARTMENT OF STATE
                                                      FILED OCT 31 1994
                                                      TAX $ ____________
                                                      BY: /s/ [ILLEGIBLE]
                                                         ----------------
                                                              Clinton


                     STAFFORD, THOMBLEY, PURCELL, LAHTINEN,
                              OWENS & CURTIN, P.C.
                       ATTORNEYS AND COUNSELLORS AT LAW
                                 P O BOX 2947,
                      PLATTSBURGH, NEW YORK 12901-0269


                                                                    941031000225

                                       3


STATE OF NEW YORK    }
                       SS:
DEPARTMENT OF STATE  }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002


[SEAL]

                                         /s/ [ILLEGIBLE]

                                SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266 (7/00)



                                                                   F951215000207

                              CERTIFICATE OF MERGER

                        NORTHERN EQUIPMENT COMPANY, INC.
                                       AND
                            NORTHERN SANITATION, INC.

                                      INTO

                            NORTHERN SANITATION, INC.

                UNDER SECTION 904 of the BUSINESS CORPORATION LAW

     The undersigned, Gloria Sarbou and Ross M. Sarbou, being respectively, the
President and Secretary of NORTHERN EQUIPMENT COMPANY, INC., a domestic
corporation duly organized and existing under and by virtue of the laws of the
State of New York; and Gloria Sarbou and Ross M. Sarbou, being respectively the
President and Secretary of NORTHERN SANITATION, INC., a domestic corporation
duly organized and existing under and by virtue of the laws of the State of New
York do hereby certify and set forth:

     1.   The name of each constituent corporation is as follows:

               Northern Equipment Company, Inc.
               Northern Sanitation, Inc.

     2.   The name of the surviving corporation shall be Northern Sanitation,
Inc.

     3.   The designation, number and voting rights of the outstanding shares of
each class and series of each of the constituent corporation is as follows:



Constituent Corporation             Class          Series         Number
- -----------------------             -----          ------         ------
                                                         
Northern Equipment Company, Inc.    Common         First           100

Northern Sanitation, Inc.           Common         First          89.5


                                        1


     4.   There are no amendments or changes to be made in the Certificate of
Incorporation of Northern Sanitation, Inc.

     5.   The effective date of the Merger of Northern Sanitation, Inc. and
Northern Equipment Company, Inc. is the date of filing of the Certificate by
the Department of State.

     6.   (a) The Certificate of Incorporation of Northern Sanitation, Inc., a
domestic corporation, was filed with the New York State Department of State on
November 13, 1981.

          (b) The Certificate of Incorporation of Northern Storage Company, Inc.
was filed with the New York State Department of State on August 18, 1987 and
the name was later changed to Northern Equipment Company, Inc.

     7.   (a) The merger of Northern Equipment Company, Inc. and Northern
Sanitation, Inc. was authorized by the unanimous vote of the Board of Directors
of Northern Equipment Company, Inc. on November 15, 1995 and all the
shareholders subsequently authorized it on November 15, 1995.

          (b) The Board of Directors of Northern Sanitation, Inc. authorized the
proposed merger by unanimous vote on November 15, 1995 and all the shareholders
subsequently authorized it on November 15, 1995.

     8.   A copy of the Plan of Merger of Northern Equipment Company, Inc. and
Northern Sanitation, Inc. into Northern Sanitation, Inc. was given to all of the
holders of shares of each of the corporations.

     9.   The Plan of Merger has not been abandoned.

                                        2


     IN WITNESS WHEREOF, the undersigned have executed and signed the
Certificate, consisting of three (3) pages, this 15th day of November, 1995 by
the undersigned who affirm that the statements made herein are true under the
penalties of perjury.

                                              NORTHERN EQUIPMENT COMPANY, INC.


                                              BY: /s/ Gloria Sarbou, President
                                                  ------------------------------
                                                  Gloria Sarbou, President


                                              BY: /s/ Ross M. Sarbou, Sec.
                                                  ------------------------------
                                                  Ross M. Sarbou, Secretary


                                              NORTHERN SANITATION, INC.


                                              BY: /s/ Gloria Sarbou, President
                                                  ------------------------------
                                                  Gloria Sarbou, President

                                              BY: /s/ Ross M. Sarbou, Sec.
                                                  ------------------------------
                                                  Ross M. Sarbou, Secretary


                                        3


                                                                   F951215000207

                              CERTIFICATE OF MERGER

                        NORTHERN EQUIPMENT COMPANY, INC.
                                       AND
                            NORTHERN SANITATION, INC.

                                      INTO

                            NORTHERN SANITATION, INC.


                        UNDER SECTION 904 of the BUSINESS
                        CORPORATION LAW


                        Dated: November 15, 1995

                                                STATE OF NEW YORK
                                                DEPARMENT OF STATE

                                               FILED DEC 15, 1995

                                               TAX $ ______________

                                               BY: /s/ [ILLEGIBLE]
                                                  ----------------
                                                       Clinton

                                                                   F951215000222

                      STAFFORD, TROMBLEY, PURCELL, LAHTINEN
                              OWENS & CURTIN, P.C.:
                        ATTORNEYS AND COUNSELLORS AT LAW
                                  P.O. Box 2947
                        PLATTSBURGH NEW YORK, 12901-0269

                                        4


STATE OF NEW YORK    }
                       SS:
DEPARTMENT OF STATE  }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

[SEAL]

                                                       /s/ [ILLEGIBLE]

                                              SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266 (7/00)



                                  [ILLEGIBLE]

                                                                   F981223000377

                              CERTIFICATE OF MERGER

                                       OF
                              NS ACQUISITION, INC.

                                       AND

                            NORTHERN SANITATION, INC.

                                      INTO

                            NORTHERN SANITATION, INC.

                UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

     We, the undersigned, being respectively the Vice President and Assistant
Secretary of NS Acquisition, Inc., and the President and Secretary of Northern
Sanitation, Inc., certify:

The Agreement and Plan of the Merger was adopted by the board of directors of
each constituent corporation.

     1.   The name of each constituent corporation is as follows:

               NS Acquisition, Inc. and Northern Sanitation, Inc.

     2.   The name of the surviving corporation is:

                    Northern Sanitation, Inc.

     3.   The number of outstanding shares of NS Acquisition, Inc. is ten (10)
          shares without par value, all of which are entitled to vote. The
          number of outstanding shares of Northern Sanitation, Inc. is one
          hundred eighteen (118) shares without par value, all of which shares
          are entitled to vote.

     4.   The Certificate of Incorporation of NS Acquisition, Inc., was filed by
          Department of State on the 21st day of December,

                                     1 of 3


          1998 and the Certificate of Incorporation of Northern Sanitation,
          Inc., was filed by the Department of State on November 13 1981.

     5.   The Merger was authorized by the Unanimous Written Consent of all
          outstanding shares of NS Acquisition, Inc., entitled to vote thereon
          and by the Unanimous Written Consent of all outstanding shares of
          Northern Sanitation, Inc., entitled to vote thereon.

     6.   The Merger shall be effective of the filing of the Certificate of
          Merger by the Department of State.

     IN WITNESS WHEREOF, the undersigned have each signed this certificate and
affirmed the truth of the statements contained therein under penalty of perjury
this 22nd of December, 1998.

                                              NS ACQUISITION, INC.

                                              By: /s/ Jerry S. Cifor
                                                  ------------------------------
                                                  Jerry S. Cifor, Vice President
                                                  and Assistant Secretary

                                     2 of 3


                                              NORTHERN SANITATION, INC.


                                              By: /s/ Gloria Sarbou, President
                                                  ------------------------------
                                                  Gloria Sarbou, President


                                              By  /s/ Ross M. Sarbou, Sec.
                                                  ------------------------------
                                                  Ross M. Sarbou, Secretary

                                     3 of 3


                                  [ILLEGIBLE]

                                                                   F981223000377

                              CERTIFICATE OF MERGER

                                       OF

                              NS ACQUISITION, INC.

                                       AND

                            NORTHERN SANITATION, INC.

                                      INTO

                            NORTHERN SANITATION, INC.

                UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

                                                 STATE OF NEW YORK
                                                DEPARTMENT OF STATE
                                                FILED DEC 23 1998
                                                TAX $ 0
                                                BY: /s/ JW
                                                   ----------------
                                                     CLINTON

[SEAL]

[NATIONWIDE INFORMATION SERVICES INC LOGO]

52, James Street
Albany, NY 12207

(800) 873-3482
(800) 234-8522 FAX

*FILER:
Jack Quigley
Corporate Assistant Manager

                                                                    981223000390

                                        4


STATE OF NEW YORK    }
                       SS:
DEPARTMENT OF STATE  }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

[SEAL]


                                                      /s/ [ILLEGIBLE]

                                              SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266 (7/00)



                                     CT-07

                                                                   F010221000519

                              CERTIFICATE OF CHANGE
                                       OF
                            Northern Sanitation Inc.

               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

     1.   The name of the corporation is Northern Sanitation Inc. It was
incorporated under the name Northern Sanitation Inc.

     2.   The Certificate of Incorporation of said corporation was filed by the
Department of State on the November 13, 1981.

     3.   The following was authorized by the Board of Directors:

     To change the post office address to which the Secretary of State shall
mail a copy of process in any action or proceeding against the corporation which
may be served on him from c/o The Corporation, PO Box 950, Sand Plains Road,
Plattsburgh, NY 12901 to c/o C T Corporation System, 111 Eighth Avenue,
New York, N.Y. 10011.

     To designate C T CORPORATION SYSTEM, 111 Eighth Avenue, New York,
N.Y. 10011 as its registered agent in New York upon whom all process against the
corporation may be served.

                                              /s/ Jerry S. Cifor
                                              ----------------------------------
                                              Jerry S. Cifor, Vice President

                                        1


                                                                   CT-07
                                                                   F010221000519

                              CERTIFICATE OF CHANGE

                                       OF

                             NORTHERN SANITATION INC

               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW


                                                                  ICC
                                                           STATE OF NEW YORK
                                                          DEPARTMENT OF STATE
                                                         FILED FEB 21 2001
                                                         TAX $_____________
                                                         BY: /s/ SRW
                                                            ---------------
                                                             CLIN


                           Casella Waste Systems, Inc.
                               25 Green Hill Lane
                                  P.O. Box 866
                                Rutland, VT 05701

                                                                   F010221000536

                                        2



                                                                   Exhibit 3.97

                                   BY-LAWS OF

                            NORTHERN SANITATION, INC.

                               ARTICLE I - OFFICES

     The principal office of the Corporation shall be in the County of Clinton,
State of New York. The Corporation may also have offices at such other places
within the State of New York as the Board may from time to time determine or the
business of the Corporation may require.

                            ARTICLE II - SHAREHOLDERS

     1.   PLACE OF MEETINGS. Meetings of the shareholders shall be held at the
principal office of the Corporation or at such place within or without the State
of New York as the Board shall authorize.

     2.   ANNUAL MEETING. The annual meeting of the shareholders shall be held
on the first day of October, at 10:00 a.m. in each year if not a legal holiday,
and, if a legal holiday, then on the next business day following the same hour,
when the shareholders shall elect a Board and transact such other business as
may properly come before the meeting.

     3.   SPECIAL MEETINGS. Special meetings of the shareholders may be called
by the Board or by the President and shall be called by the President or the
Secretary at the request in writing of a majority of the Board or at the request
in writing by shareholders owning a majority in amount of the shares issued and
outstanding. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at a special meeting shall be confined to the
purposes stated in the notice.

     4.   FIXING RECORD DATE. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board shall fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than fifty (50) days nor less than ten (10) days before the date of such
meeting, nor more than fifty (50) days prior to any other action. If no record
date is fixed, it shall be determined in accordance with the provisions of law.

     5.   NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of each meeting of
shareholders shall state the purpose or purposes for which the meeting is
called, the place, date and hour of the meeting and unless it is the annual
meeting, shall indicate that it is being issued by or at the direction of the
person or persons calling the meeting. Notice shall be given either personally
or by mail to each shareholder entitled to vote at such meeting, not less than
three (3) nor more than fifty (50) days before the date of the meeting. If
action is



proposed to be taken that might entitle shareholders to payment for their
shares, the notice shall include a statement of that purpose and to that effect.
If mailed, the notice is given when deposited in the United States mail, with
postage thereon prepaid, directed to the shareholder at his address as it
appears on the record of shareholders, or, if he shall have filed with the
Secretary a written request that notices to him be mailed to some other address,
then directed to him at such other address.

     6.   WAIVERS. Notice of meeting need not be given to any shareholder who
signs a waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him.

     7.   QUORUM OF SHAREHOLDERS. Unless the certificate of incorporation
provides otherwise, the holders of a majority of the shares entitled to vote
thereat shall constitute a quorum at a meeting of shareholders for the
transaction of any business, provided that when a specified item of business is
required to be voted on by a class or classes, the holders of a majority of the
shares of such class or classes shall constitute a quorum for the transaction of
such specified items of business.

          When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders.

          The shareholders present may adjourn the meeting despite the absence
of a quorum.

     8.   PROXIES. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy.

          Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.

     9.   QUALIFICATION OF VOTERS. Every shareholder of record shall be entitled
at every meeting of shareholders, to one vote for every share in his name on the
record of shareholders, unless otherwise provided in the certificate of
incorporation.

     10.  VOTE OF SHAREHOLDERS. Except as otherwise required by statute or by
the certificate of incorporation:

          A.   Directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

          B.   All other corporate action shall be authorized by a majority of
the votes



cast.

     11.  WRITTEN CONSENT OF SHAREHOLDERS. Any action that may be taken by vote
may be taken without a meeting on written consent, setting forth the action so
taken, signed by the holders of all the outstanding shares entitled to vote
thereon or signed by the holders of two-thirds of all of the outstanding shares.

                             ARTICLE III - DIRECTORS

     1.   BOARD OF DIRECTORS. Subject to any provision in the certificate of
incorporation the business of the Corporation shall be managed by its Board of
Directors, each of whom shall be at least twenty-one (21) years of age but need
not be shareholders.

     2.   NUMBER OF DIRECTORS. The number of Directors shall initially be three
(3). Either the Board or the shareholders may increase or decrease the number of
Directors.

     3.   ELECTION AND TERM OF DIRECTORS. At each annual meeting of
shareholders, the shareholders shall elect Directors to hold office until the
next annual meeting. Each Director shall hold office until the expiration of the
term for which he is elected and until his successor has been elected and
qualified, or until his prior resignation or removal.

     4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships
resulting from an increase in the number of Directors and vacancies occurring in
the Board for any reason except the removal of Directors without cause may be
filled by a vote of a majority of the Directors then in office, although less
than a quorum exists, unless otherwise provided in the certificate of
incorporation. A Director elected to fill a vacancy caused by resignation, death
or removal, shall be elected to hold office for the unexpired term of his
predecessor.

     5.   REMOVAL OF DIRECTORS. Any or all of the Directors may be removed for
cause by vote of the shareholders or by action of the Board. Directors may be
removed without cause only by vote of the shareholders.

     6.   RESIGNATION. A Director may resign at any time by giving written
notice to the Board, the President or the Secretary of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.

     7.   QUORUM OF DIRECTORS. Unless otherwise provided in the certificate of
incorporation, a majority of the entire Board shall constitute a quorum for the
transaction of business or of any specified item of business.

     8.   ACTION OF THE BOARD. Unless otherwise required by law, the vote of a
majority of the Directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the Board. Each Director present shall
have one vote regardless of the



number of shares, if any, which he may hold.

     9.   PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meetings at
the office of the Corporation or at such other places, either within or without
the State of New York, as it may from time to time determine.

     10.  REGULAR ANNUAL MEETING. A regular annual meeting of the Board shall be
held immediately following the annual meeting of shareholders at the place of
such annual meeting of shareholders.

     11.  NOTICE OF MEETING OF THE BOARD, ADJOURNMENT.

          A.   Regular meetings of the Board may be held without notice at such
time and place as it shall from time to time determine. Special meetings of the
Board shall be held upon notice to the Directors and may be called by the
President upon two (2) days notice to each Director either personally or by mail
or by facsimile; special meetings shall be called by the President or by the
Secretary in a like manner on written request of two (2) Directors. Notice of a
meeting need not be given to any Director who submits a waiver of notice whether
before or after the meeting or who attends the meeting without protest prior
thereto or at its commencement, the lack of notice to him.

          B.   A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all Directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other Directors.

     12.  CHAIRMAN. At all meetings of the Board, the President, or in his
absence a Chairman chosen by the Board, shall preside.

     13.  EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution adopted by a
majority of the entire Board, may designate from among its members an executive
committee and other committees, each consisting of any number of Directors, each
such committee shall serve at the pleasure of the Board.

     14.  COMPENSATION. No compensation shall be paid to Directors, as such, for
their services, but by resolution of the Board a fixed sum and expenses for
actual attendance, at each regular or special meeting of the Board may be
authorized. Nothing herein contained shall be construed to preclude any Director
from serving the Corporation in any other capacity and receiving compensation
therefore.

     15.  TELEPHONIC CONFERENCE. Any one or more members of the Board of
Directors, or of any committee thereof, may participate in the meeting of such
Board or committee by means of a conference phone or similar equipment which
allows all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at such a
meeting.



     16.  DIRECTORS CONSENT. Any action that may be taken by vote may be taken
without a meeting on written consent, setting forth the action so taken, signed
by all the Directors entitled to vote thereon.

                             ARTICLE IV - OFFICES

     1.   OFFICES, ELECTION, TERM.

          A.   Unless otherwise provided for in the certificate of
incorporation, the Board may elect to appoint a president, one (1) or more vice
presidents, a secretary and a treasurer, and such other offices as it may
determine, who shall have such duties, powers and functions as hereinafter
provided.

          B.   All officers shall be elected or appointed to hold office until
the meeting of the Board following the annual meeting of shareholders.

          C.   Each officer shall hold office for the term for which he is
elected or appointed until his successor has been elected or appointed and
qualified.

     2.   REMOVAL, RESIGNATION, SALARY, ETC.

          A.   Any officer elected or appointed by the Board may be removed by
the Board with or without cause.

          B.   In the event of the death, resignation or removal of an officer,
the Board in its discretion may elect or appoint a successor to fill the
unexpired term.

          C.   Any two (2) or more offices may be held by the same person.

          D.   The salaries of all officers shall be fixed by the Board.

          E.   The Directors may require any officer to give security for the
faithful performance of his duties.

     3.   PRESIDENT. The President shall be the chief executive officer of the
Corporation; he shall preside at all meetings of the shareholders and of the
Board; he shall have the management of the business of the Corporation and shall
see that all orders and resolutions of the Board are carried into effect.

     4.   VICE-PRESIDENTS.  During the absence or disability of the President,
the Vice-President, if any, or if there are more than one, the executive
Vice-President, shall have all the powers and functions of the President. Each
Vice-President shall perform such other duties as the Board shall prescribe.

     5.   SECRETARY. The Secretary shall:



          A.   Attend all meetings of the Board and of the shareholders;

          B.   Record all votes and minutes of all proceedings in a book to be
kept for that purpose;

          C.   Give or cause to be given notice of all meetings of shareholders
and of special meetings of the Board;

          D.   Keep in safe custody the seal of the corporation and affix it to
any instrument when authorized by the Board;

          E.   When required, prepare or cause to be prepared and available at
each meeting of shareholders a certified list in alphabetical order of the names
of the shareholders entitled to vote thereat, indicating the number of shares of
each respective class held by each;

          F.   Keep all the documents and records of the Corporation as required
by law or otherwise in a proper and safe manner;

          G.   Perform such other duties as may be prescribed by the Board.

     6.   ASSISTANT SECRETARIES. During the absence or disability of the
Secretary, the assistant secretary, if any, or if there are more than one, the
one so designated by the Secretary or by the Board, shall have all the powers
and functions of the Secretary.

     7.   TREASURER. The Treasurer shall:

          A.   Have the custody of the corporate funds and securities;

          B.   Keep full and accurate accounts of receipts and disbursements in
the corporate books;

          C.   Deposit all money and other valuables in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board;

          D.   Disburse the funds of the Corporation as may be ordered or
authorized by the Board and preserve proper vouchers for such disbursements;

          E.   Render to the President and Board at the regular meetings of the
Board, or whenever they require, it an account of all his transactions as
Treasurer and of the financial condition of the Corporation;

          F.   Render a full financial report at the annual meeting of the
shareholders is so requested;

          G.   Be furnished by all corporate officers and agents at his request,
with such reports and statements as he may require as to all financial
transactions of the Corporation;



          H.   Perform such other duties as are given to him by these By-Laws
or as from time to time are assigned to him by the Board or the President.

     8.   ASSISTANT TREASURER. During the absence or disability of the
Treasurer, the assistant treasurer, if any, or if there are more than one
(1), the one so designated by the Secretary or by the Board, shall have all
the powers and functions of the Treasurer.

     9.   SURETIES AND BONDS. In case the Board shall so require, any officer
or agent of the Corporation shall execute to the Corporation a bond in such
sum and with such surety or sureties as the Board may direct, conditioned
upon the faithful performance of his duties to the Corporation and including
responsibility for negligence and for the account of all property, funds or
securities of the Corporation which may come into his hands.

                  ARTICLE V - CERTIFICATES FOR SHARES

     1.   CERTIFICATES. The shares of the Corporation shall be represented by
certificates. They shall be numbered and entered in the books of the
Corporation as they are issued. They shall exhibit the holder's name and the
number of shares and shall be signed by the President or Vice President and
the Treasurer or the Secretary and shall bear the corporate seal.

     2.   LOST OR DESTROYED CERTIFICATES. The Board may direct a new
certificate or certificates to be issued in place of the certificate or
certificates theretofore issued by the Corporation, alleged to have been lost
or destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate to be lost or destroyed. When authorizing such issue
of a new certificate or certificates, the Board may in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost
or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum with such surety or sureties as it may direct
as indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or destroyed.

     3. TRANSFER OF SHARES.

        A. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the Corporation to issue a new certificate to the person
entitled thereto, and cancel the old certificate; every such transfer shall
be entered on the transfer book of the Corporation which shall be kept at its
principal office. No transfer shall be made within ten (10) days preceding
the annual meeting of shareholders.

        B. The Corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the State of



New York.

     4.   CLOSING TRANSFER BOOKS. The Board shall have the power to close the
share transfer books of the Corporation for a period of not more than ten (10)
days during the thirty (30) day period immediately preceding (a) any
shareholders' meeting, or (b) any date upon which shareholders shall be called
upon to or have a right to take action without a meeting, or (c) any date fixed
for the payment of a dividend or any other form of distribution, and only those
shareholders of record at the time the transfer books are closed, shall be
recognized as such for the purpose of (x) receiving notice of or voting at such
meeting, or (y) allowing them to take appropriate action, or (z) entitling them
to receive any dividend or other form of distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to any provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the Corporation may be
declared in such amounts and at such time or times as the Board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the Corporation available for dividends such sum or sums as the Board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purposes the Board shall think
conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve.

                          ARTICLE VII - CORPORATE SEAL

     The seal of the Corporation shall be circular in form and bear the name of
the Corporation, the year of its organization and the words "Corporate Seal, New
York". The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.

                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

     All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the Board may from time to time designate.

                            ARTICLE IX - FISCAL YEAR

     The fiscal year shall begin on the 1st day of May in each year.



             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these By-Laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                           ARTICLE XI - BY-LAW CHANGES

     1.   AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

          A.   Except as otherwise provided in the certificate of incorporation,
the By-Laws may be amended, repealed or adopted by vote of the holders of the
shares at the time entitled to vote in the election of any Directors. By-Laws
may also be amended, repealed or adopted by the Board but any By-law adopted by
the Board may be amended by the shareholders entitled to vote thereon as
hereinabove provided.

          B.   If any By-law regulating an impending election of Directors is
adopted, amended or repealed by the Board, there shall be set forth in the
notice of the next meeting of shareholders for the election of Directors the
By-law so adopted, amended or repealed, together with the concise statement of
the changes made.

                          ARTICLE XII - INDEMNIFICATION

     The Corporation shall indemnify any person made a party to an action by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he, his testator, or intestate, is or was a director or officer of
the Corporation, against the reasonable expenses, including, attorneys' fees,
actually and necessarily incurred by him in connection with the defense of such
action, or in connection with an appeal therein, except in relation to matters
as to which such director or officer is adjudged to have breached his duty to
the Corporation under Sections 715 or 717 of the New York State Business
Corporation Law.

     The Indemnification herein provided shall not include amounts paid in
settling or otherwise disposing of a threatened action, or a pending action with
or without court approval or expenses incurred in defending a threatened action
or a pending action which is settled for or otherwise disposed of without court
approval.



                                                                   Exhibit 3.98

                                                                          PAGE 1

                                    DELAWARE
                                 THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "PERC, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE FIFTH DAY OF MARCH, A.D. 1992, AT
4:30 O'CLOCK P.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-FOURTH DAY OF MARCH, A.D. 1992, AT
1:30 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


[SEAL]

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State


2290208  8100H                                 AUTHENTICATION: 1782944

020316747                                                DATE: 05-17-02



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 03/05/1992
                                                         722065166  -  2290208


                          CERTIFICATE OF INCORPORATION

                                       OF

                                   PERC, INC.

                                    * * * * *

     1.   The name of the corporation is PERC, Inc.

     2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     3.   The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

     4.   The total number of shares of stock which the corporation shall have
authority to issue is Ten Thousand (10,000); all of such shares shall be without
par value.

     At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the



election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by him, and he may cast all of such votes for
a single director or may distribute them among the number to be voted for, or
for any two or more of them as he may see fit.

     5A.  The name and mailing address of each incorporator is as follows:

              NAME                                     MAILING ADDRESS
              ----                                     ---------------

          L. J. Vitalo                                 1209 Orange Street
                                                       Wilmington, DE 19801

          K. A.  Widdoes                               1209 Orange Street
                                                       Wilmington, DE 19801

          M. A.  Brzoska                               1209 Orange Street
                                                       Wilmington, DE 19801

     5B. The name and mailing address of each parson, who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified, is as  follows:

    NAME                                              MAILING ADDRESS
    ----                                              ---------------

Gerald L. Kuhr                                        c/o KTI Energy, Inc.
                                                      7000 Blvd. East
                                                      Guttenberg, NJ 07093

Martin J. Sergi                                       c/o KTI Energy, Inc.
                                                      7000 Blvd. East
                                                      Guttenberg, NJ 07093

Nicholas Menonna, Jr.                                 c/o KTI Energy, Inc.
                                                      7000 Blvd. East
                                                      Guttenberg, NJ 07093



     6.   The corporation is to have perpetual existence.

     7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     When and as authorized by the stockholders in accordance with law, to sell,
lease or exchange all or substantially all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.



     8.   Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

     9.   The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     10.  A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.



     WE, THE UNDERSIGNED, being each of the incorporation hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 5th day of March, 1992.


                                                      /s/ L. J. Vitalo
                                                  ----------------------
                                                      L. J. Vitalo

                                                      /s/ K. A. Widdoes
                                                  ----------------------
                                                      K. A. Widdoes

                                                      /s/ M. A. Brzoska
                                                  ----------------------
                                                      M. A. Brzoska



                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 01:30 PM 03/24/1992
                                                          732084033 - 2290208


                             CERTIFICATE OF MERGER
                                       OF

                         PERC, INC., A MAINE CORPORATION

                                      INTO

                       PERC, INC., A DELAWARE CORPORATION

                                    * * * * *

The undersigned corporation DOES HEREBY CERTIFY:

FIRST:        That the name and state of incorporation of each of the
              constituent corporations of the merger is as follows:

              NAME                          STATE OF INCORPORATION
              ----                          ----------------------

              PERC, Inc.                    Maine

              PERC, Inc.                    Delaware

SECOND:       That an Agreement of Merger between the parties to the merger has
              been approved, adopted, certified, executed and acknowledged by
              each of the constituent corporations in accordance with the
              requirements of Section 252 of the General Corporation Law of
              Delaware.

THIRD:        That the name of the surviving corporation of the merger is PERC,
              Inc., a Delaware Corporation,

FOURTH:       That the Certificate of Incorporation of PERC, Inc., a Delaware
              Corporation, which is surviving the merger, shall be the
              Certificate of Incorporation of the surviving corporation.

FIFTH:        That the executed Agreement of Merger is on file at the principal
              place of business of the surviving corporation, the address of
              which is c/o Kuhr Technologies, Inc., 7000 Blvd. East,
              Guttenberg, NJ 07093.

SIXTH:        That a copy of the Agreement of Merger will be furnished on
              request and without cost to any stockholder of any constituent
              corporation.



SEVENTH:      The authorized capital stock of each foreign corporation which
              is a party to the merger is as follows:



Corporation       Class         Number of Shares      Par Value per
                                                      share or statement
                                                      that shares are
                                                      without par value
                                             
PERC, Inc.,       Common        10,000                Without par value
a Maine
corporation


EIGHTH:       That this Certificate of Merger shall be effective on its date of
              filing in the office of the Secretary of State of Delaware.

Dated:  March 18, 1992          PERC, Inc., a Delaware corporation

                                By:  /s/ Martin J. Sergi
                                     --------------------------------
                                     Martin J. Sergi
                                     Vice President and Chief
                                     Financial Officer


ATTEST:


BY: /s/ Nicholas Menonna, Jr.
    ---------------------------------
    Nicholas Menonna, Secretary


CMK/47550/104.AE9

                                        2



                                                                   Exhibit 3.99

                                     BY-LAWS

                                       OF

                                   PERC, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1.   REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2.   OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1.   PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2.   ANNUAL MEETINGS. The Annual Meeting of Stockholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

     SECTION 3.   SPECIAL MEETINGS. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors or upon the request in writing of the
stockholders owning a majority in amount of the entire stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Stockholders
shall be limited to the purposes stated in the notice. Unless otherwise required
by statute, written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less than



ten, nor more than sixty, days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     SECTION 4.   QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each stockholder entitled to vote at the
Meeting.

     SECTION 5.   VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By-Laws, any
question brought before any Meeting of Stockholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
stockholder represented at a Meeting of Stockholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy, but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the Officer of the
Corporation presiding at a Meeting of Stockholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a stockholder so demands at the election and before the voting begins.

     SECTION 6.   CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
stockholders who have not consented.

     SECTION 7.   LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least ten days before every Meeting of Stockholders, a
complete list of the stockholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of stockholders maintained
by the Corporation for convenience of reference, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be open to inspection of any stockholder, for any purpose germane
to the Meeting during ordinary business hours, for a period of at least ten days
prior to the Meeting, either at a place

                                        2


within the city where the Meeting is to be held, which place shall be specified
in the notice of the Meeting, or if not specified, at the place where the
Meeting will be held. The list shall also be produced and kept at the time and
place of the Meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present. The list shall be prima facie
evidence as to who are the stockholders entitled to examine such list or to vote
in person or by proxy at any Meeting of Stockholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1.   NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Stockholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by a
plurality of the votes cast at Annual Meetings of Stockholders. Any Director may
resign at any time upon notice to the Secretary of the Corporation. Directors
need not be stockholders.

     SECTION 2.   NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. Any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Stockholders' Meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Stockholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Stockholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (f) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A stockholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Stockholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a stockholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3.   VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4.   DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     SECTION 5.   MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of stockholders at the
Annual Meeting of Stockholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the stockholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6.   QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

                                        4


shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7.   ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8.   MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9.   COMMITTEES. The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors, designate one or more
committees, each committee to consist of one or more of the Directors of the
Corporation. The Board of Directors may designate one or more Directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member. Each committee, having more than one Director
as a member shall elect a Director on such committee as the Chairperson of such
committee. Any committee, to the extent allowed by statute and as expressly
provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, except that no
committee shall have the power to declare dividends, to elect or remove
Officers, or to authorize the issue of any class of stock of the Corporation.
Each committee shall keep regular minutes and report to the Board of Directors
when required.

     Section 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

                                        5


     SECTION 10.  COMPENSATION. The Directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and Directors,
other than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11.  INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the stockholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12.  REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1.   GENERAL. The Officers of the Corporation shall be chosen by
the Board of Directors and shall be the Chief Executive Officer, a Chairman of
the Board of Directors, the Chief Operating Officer, a President, the Chairman
of the Executive Committee, a Secretary, a Treasurer and a Controller. The Board
of Directors, in its discretion, may also choose one or more Vice Chairman of
the Board of Directors (each of whom must be a director) and one or more
Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need

                                        6


not be stockholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2.   ELECTION. The Board of Directors shall elect the Officers of
the Corporation who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board of Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.

     SECTION 3.   VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chief Executive Officer, the Chairman,
the Chief Operating Officer, any Vice Chairman, the President, the Chairman of
the Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4.   CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Stockholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5.   CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

     SECTION 6.   PRESIDENT. The Board of Directors shall appoint a President
who may have the duties of the Chief Executive Officer or Chief Operating
Officer unless another officer of the Corporation is so designated. In the
absence or disability of the Chairman of the Board of Directors, or if there be
none, the President shall preside at all meetings of the stockholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7.   CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8.   EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer, Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9.   SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all Meetings
of the Stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or the
Chief Executive Officer, under whose supervision he shall be. If the Secretary
shall be unable or shall refuse to cause to be given notice of all Meetings of
the Stockholders and special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10.  TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11.  CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12.  ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13.  ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

                                        9


     SECTION 14.  OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15.  TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Stockholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1.   FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Delaware, the name
of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2.   SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3.   LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4.   TRANSFERS. Stock of the Corporation shall be transferable in
the manner prescribed by statute and in these By-Laws. Transfers of stock shall
be made on the books of the

                                       10


Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5.   RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any Meeting of Stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a Meeting of Stockholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6.   BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1.   NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such Director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2.   WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1.   DIVIDENDS. Dividends upon the stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors

                                       11


at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2.   DISBURSEMENTS. All checks or demands for money and notes of
the Corporation shall be signed by such Officer or Officers or such other person
or persons as the Board of Directors may from time to time designate.

     SECTION 3.   FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4.   CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1.   These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Stockholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2.   ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                   Exhibit 3.100

                                 STATE OF MAINE

                                     [LOGO]

                      DEPARTMENT OF THE SECRETARY OF STATE

     I, THE SECRETARY OF STATE OF MAINE, CERTIFY that according to the
provisions of the Constitution and Laws of the State of Maine, the Department of
the Secretary of State is the legal custodian of the Great Seal of the State of
Maine which is hereunto affixed and that the paper to which this is attached is
a true copy from the records of this Department.

                                        IN TESTIMONY WHEREOF, I have caused the
                                        Great Seal of the State of Maine to be
                                        hereunto affixed. Given under my hand at
                                        Augusta Maine, June 17, 2002.

                                                   /s/ Dan Gwadosky
                                        ----------------------------------------
                                                    DAN GWADOSKY
                                                  SECRETARY OF STATE

[SEAL]




                                                                   MAINE
                                                             SECRETARY OF STATE
                                                                   FILED

File No.  860013LP                                              May 20 1986
Fee Paid  $ 25.00
C.B.        ---                                               /s/ [ILLEGIBLE]
Date      5-20-86                                            ------------------
               73                                             Secretary of State
                                                                    AGENT


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

                           FIRST AMENDED AND RESTATED

                          AGREEMENT AND CERTIFICATE OF

                               LIMITED PARTNERSHIP

                                       OF

                             PERC MANAGEMENT COMPANY

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


                            Dated as of May 14, 1986



                                TABLE OF CONTENTS



ARTICLE                              Title                                   Page
- -------                              -----                                   ----
                                                                          
          Preliminary Statement................................................ 1

1.        DEFINITIONS.......................................................... 2

1.1       Affiliate............................................................ 2
1.2       Associate............................................................ 2
1.3       Bankruptcy........................................................... 2
1.4       Capital Account...................................................... 2
1.5       Capital Contributions................................................ 2
1.6       Capital Contribution Account......................................... 3
1.7       Code................................................................. 3
1.8       Completion Date...................................................... 3
1.9       Consent.............................................................. 3
1.10      Credit Agreement......................................................3
1.11      Development Fee...................................................... 3
1.12      Disposition.......................................................... 3
1.13      Dissolution Event.................................................... 3
1.14      Fiscal Year.......................................................... 3
1.15      GAAP................................................................. 4
1.16      General Partner...................................................... 4
1.17      Independent Accountant............................................... 4
1.18      In-Service Date...................................................... 4
1.19      Limited Partner...................................................... 4
1.20      Liquidator........................................................... 4
1.21      Management Fee....................................................... 4
1.22      Net Cash Flow........................................................ 4
1.23      Net Sale or Refinancing Proceeds..................................... 5
1.24      Partner Loan......................................................... 5
1.25      Partners............................................................. 5
1.26      Partnership.......................................................... 5
1.27      Partnership Act...................................................... 5
1.28      Partnership Capital Contribution Account............................. 6
1.29      PERC................................................................. 6
1.30      PERC Partnership Agreement........................................... 6
1.31      Person............................................................... 6
1.32      Project.............................................................. 6
1.33      Securities Act....................................................... 6
1.34      Service.............................................................. 6
1.35      Subordinated Loan.................................................... 6
1.36      Substitute Limited Partner........................................... 6
1.37      Transfer............................................................. 6
1.38      Transferee........................................................... 6
1.39      Transferor........................................................... 7






ARTICLE                              Title                                   Page
- -------                              -----                                   ----
                                                                         
1.40      Withdrawing Limited Partner.......................................... 7

2.        THE PARTNERSHIP AND ITS BUSINESS..................................... 7

2.1       Continuation......................................................... 7
2.2       Name of Partnership.................................................. 7
2.3       Address of Partnership............................................... 7
2.4       Purpose.............................................................. 7
2.5       Term................................................................. 8
2.6       Place of Business.................................................... 8
2.7       Development Fee...................................................... 8
2.8       Residence of the Partners............................................ 8

3.        INVESTMENT OBLIGATIONS............................................... 9

3.1       Initial Capital Contributions........................................ 9
3.2       Partner Loans........................................................ 9
3.3       Additional Capital Contributions.....................................10
3.4       No Interest on Capital...............................................10
3.5       Capital Withdrawals and Returns. ....................................10
3.6       Waiver of Partition and Dissolution Right............................10
3.7       Capital Accounts.....................................................10
3.8       Capital Contribution Account.........................................12
3.9       Partnership Capital Contribution Account.............................12
3.10      Defaulting Limited Partners..........................................12

4.        PROFITS AND LOSSES...................................................14

4.1       Allocation of Profits and Losses.....................................14
4.2       Restoration of Negative Capital
          Accounts.............................................................14
4.3       Partnership Adjustments..............................................14
4.4       Allocations to Transferred Partnership
          Interests............................................................15

5.        DISTRIBUTIONS........................................................15

5.1       Net Cash Flow........................................................15
5.2       Net Sale or Refinancing Proceeds.....................................15
5.3       Distributions in Kind................................................15

6.        POWERS, RIGHTS AND DUTIES OF
          THE GENERAL PARTNER..................................................16

6.1       Management...................,.......................................16


                                        2




ARTICLE                              Title                                   Page
- -------                              -----                                   ----
                                                                         
6.2       Fiduciary Duties.....................................................18
6.3       Business with Affiliates or
          Associates...........................................................18
6.4       Reimbursement........................................................18
6.5       Establishment of Reserves............................................19
6.6       Compensation.........................................................19
6.7       Exclusive Broker.....................................................19

7.        REPRESENTATIONS, WARRANTIES AND
          COVENANTS OF THE PARTNERS............................................20

7.1       Representations, Warranties and Covenants
          of PI................................................................20
7.2       Representations, Warranties and Covenants
          Of CEC...............................................................21
7.3       Representations, Warranties and Covenants
          of BSSN..............................................................22
7.4       Representations, Warranties and Covenants
          of Power.............................................................23

8.        INDEMNIFICATION......................................................24

8.1       Indemnity for Acts and Omissions.....................................25

9.        RIGHTS AND OBLIGATIONS OF THE
          LIMITED PARTNERS.....................................................25

9.1       No Control by the Limited
          Partners.............................................................25
9.2       Limitation on Liability..............................................25
9.3       Power of Attorney....................................................25

10.       TRANSFER OF LIMITED PARTNERSHIP
          INTERESTS............................................................26

10.1      Prohibited Transfers.................................................26
10.2      Permitted Transfers..................................................26
10.3      Substitute Limited Partner...........................................27
10.4      Involuntary Withdrawal by the Limited
          Partner..............................................................28

11.       WITHDRAWAL OF THE GENERAL PARTNER....................................29

11.1      Assignment or Withdrawal by the General
          Partner..............................................................29


                                        3




ARTICLE                              Title                                   Page
- -------                              -----                                   ----
                                                                         
11.2      Voluntary Assignment or Withdrawal of
          the General Partner..................................................29
11.3      Removal of the General Partner.......................................30
11.4      Successor General Partner............................................30

12.       DISSOLUTION AND WINDING UP AFFAIRS...................................31

12.1      Dissolution..........................................................31
12.2      Winding Up...........................................................31
12.3      Distributions Upon Dissolution and
          Termination..........................................................32

13.       ACCOUNTING AND REPORTS...............................................32

13.1      Books and Records....................................................32
13.2      Reports to Partners..................................................33
13.3      Annual Tax Returns...................................................33
13.4      Actions in Event of Audit............................................34

14.       GENERAL PROVISIONS. .................................................35

14.1      Amendments...........................................................35
14.2      Title to Partnership Property........................................35
14.3      Notices..............................................................35
14.4      Governing Law........................................................36
14.5      Headings.............................................................36
14.6      Further and Additional Documents and
          Reports..............................................................36
14.7      Counterparts.........................................................36
14.8      Binding on Successors and Assigns....................................36
14.9      Waiver...............................................................36
14.10     Severability.........................................................37
14.11     Attorneys' Fees......................................................37
14.12     Creditors............................................................37
14.13     Remedies.............................................................37
14.14     Arbitration..........................................................38
14.15     Payments on Nonbusiness Days.........................................38
14.16     Schedules and Exhibits...............................................38
14.17     Number and Gender ...................................................39
14.18     Termination of Letter Agreements.....................................39


                                        4


                                    EXHIBITS

A.   Letter Agreement dated August 22, 1985 between Kuhr Technologies, Inc. and
     Ralph E. Leonard

B.   Letter Agreement dated December 3, 1985 among Bernstein, Shur, Sawyer and
     Nelson, Kuhr Technologies, Inc. and Penobscot Energy Recovery Company

C.   Letter Agreement dated June 18, 1985 between Jeffrey R. Power and Kuhr
     Technologies, Inc.

                                        5


                                     NOTICE

THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH
THE BANK SUPERINTENDENT OF THE STATE OF MAINE UNDER SECTION 10502(2)(R) OF TITLE
32 OF THE MAINE REVISED STATUTES. THESE SECURITIES MAY BE DEEMED RESTRICTED
SECURITIES AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES
UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS OR UNLESS
AN EXEMPTION UNDER SUCH LAWS EXISTS.



                           FIRST AMENDED AND RESTATED
                          AGREEMENT AND CERTIFICATE OF
                               LIMITED PARTNERSHIP
                                       OF
                             PERC MANAGEMENT COMPANY

          This FIRST AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF
LIMITED PARTNERSHIP, dated as of the 14th day of May, 1986, is entered into
by and among PERC, INC., a Maine corporation ("PI"); CENTRAL ENERGY COMPANY,
a Maine general partnership ("CEC"); BERNSTEIN, SHUR, SAWYER AND NELSON, P.A.,
a Maine professional corporation ("BSSN"); JEFFREY R. POWER, a Massachusetts
resident ("POWER"); and KUHR TECHNOLOGIES, INC., a New Jersey corporation
("KTI").

                                PRELIMINARY STATEMENT

          PI is, on the date hereof, the sole general partner of PERC Management
Company, an existing limited partnership formed under the Uniform Limited
Partnership Act of the State of Maine pursuant to an Agreement and Certificate
of Limited Partnership dated August 13, 1985, which was filed in the Office of
the Secretary of the State of Maine on August 15, 1985 (the "Partnership"), and
KTI is, on the date hereof, the sole limited partner of the Partnership. PI,
CEC, BSSN, POWER and KTI now desire to maintain PI as the sole general partner
of the Partnership, to admit CEC, BSSN and POWER as limited partners of the
Partnership, to effect the withdrawal of KTI from the Partnership, to continue
the existence of the Partnership, to amend and restate in its entirety the
Partnership's limited partnership certificate, and to enter into this Agreement
on the terms and conditions set forth below. PI, in its capacity as general
partner of the Partnership, is sometimes hereinafter referred to as the "General
Partner." CEC, BSSN and POWER, in their capacities as limited partners of the
Partnership, are sometimes hereinafter referred to individually as a "Limited
Partner" and collectively as the "Limited Partners." KTI is sometimes
hereinafter referred to as the "Withdrawing Limited Partner." The General
Partner and the Limited Partners are sometimes hereinafter referred to
individually as a "Partner" and collectively as the "Partners."



          NOW, THEREFORE, in consideration of the mutual covenants contained
herein and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE 1.  DEFINITIONS.

          As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):

          1.1   AFFILIATE. "Affiliate", means an "affiliate," as defined in Rule
405 under the Securities Act.

          1.2   ASSOCIATE. "Associate" means an "associate," as defined in Rule
405 under the Securities Act.

          1.3   BANKRUPTCY. "Bankruptcy," with respect to the Partnership or a
Partner thereof, means (a) an adjudication that such Partner or Partnership is
bankrupt or insolvent, or the entry of an order for relief under the Federal
Bankruptcy Code, (b) the making by it of an assignment for the benefit of
creditors, (c) the filing by it of a petition in bankruptcy or a petition for
relief under any section of the Federal Bankruptcy Code or any other applicable
bankruptcy or insolvency statute or an answer admitting or failing to deny the
allegations of any such petition, (d) the filing against it of any such petition
(unless such petition is dismissed within 60 days from the date of filing
thereof), or (e) the appointment of a trustee, conservator or receiver for all
or a substantial part of its assets (unless, such appointment is vacated or
stayed within 60 days from its effective date).

          1.4   CAPITAL ACCOUNT. "Capital Account" is the account maintained by
the Partnership for each Partner pursuant to Section 3.7.

          1.5   CAPITAL CONTRIBUTIONS. "Capital Contributions" means
contributions to be made to the capital of the Partnership by the Partners
pursuant to Section 3.1 of this Agreement.

                                        2


          1.6   CAPITAL CONTRIBUTION ACCOUNT. "Capital Contribution Account"
means the account maintained by the Partnership for each Partner pursuant to
Section 3.08.

          1.7   CODE. "Code" means the United States Internal Revenue Code of
1954, as amended, and the regulations promulgated thereunder.

          1.8   COMPLETION DATE. "Completion Date" means the Completion Date as
defined in the Credit Agreement.

          1.9   CONSENT. "Consent" means the written consent of a Person.

          1.10  CREDIT AGREEMENT. "Credit Agreement" means the $81,120,000
Credit Agreement dated as of May 15, 1986 by and among Penobscot Energy Recovery
Company, the Partnership, Energy National, Inc., and Bankers Trust Company and
certain banks, and Bankers Trust Company, as agent, as such agreement may be
amended from time to time.

          1.11  DEVELOPMENT FEE. "Development Fee" means a fee in the aggregate
amount of $3,500,000 that the Partnership shall pay to PI and CEC pursuant to
Section 2.7.

          1.12  DISPOSITION. "Disposition" means any sale or exchange (either in
one transaction or a series of transactions) to one or more buyers pursuant to a
plan of disposition formulated by the General Partner, or other disposition
including, but not limited to, an involuntary disposition giving rise to
insurance or other proceeds (except to the extent such proceeds are included in
Net Cash Flow) of a material amount of the Partnership's property outside of the
ordinary course of business.

          1.13  DISSOLUTION EVENT. "Dissolution Event" is any of the events set
forth in Section 12.1.

          1.14  FISCAL YEAR. "Fiscal Year" means the tax year of the
Partnership, which shall be the calendar year.

                                        3


          1.15  GAAP. "GAAP" means generally accepted accounting principles in
the United States in effect from time to time.

          1.16  GENERAL PARTNER. "General Partner" means PERC, Inc., a Maine
corporation ("PI"), or the General Partners permitted successors or lawful
assigns.

          1.17  INDEPENDENT ACCOUNTANT. "Independent Accountant" means Ernst &
Whinney or such other nationally recognized firm of certified public accountants
as the General Partner may select.

          1.18  IN-SERVICE DATE. "In-Service Date" means the date on which PERC
places the Project in service within the meaning of the Code.

          1.19  LIMITED PARTNER. "Limited Partner" means Central Energy
Corporation, a Maine general partnership ("CEC"), Bernstein, Shur, Sawyer and
Nelson, P.A. a Maine professional corporation ("BSSN"), or Jeffrey R. Power, a
Massachusetts resident ("POWER"), or the Limited Partners' respective permitted
successors or lawful assigns.

          1.20  LIQUIDATOR. "Liquidator" means the Person who shall be
responsible for taking all action necessary or appropriate upon the liquidation
of the Partnership to wind up its affairs and distribute its assets pursuant to
Article 12 of this Agreement. The Liquidator shall be the Person determined
pursuant to Section 12.2.

          1.21  MANAGEMENT FEE. "Management Fee" means the fee that the
Partnership shall pay to the General Partner pursuant to Section 6.6.

          1.22  NET CASH FLOW. "Net Cash Flow" of the Partnership for the
applicable period means (A) the sum of (i) the gross receipts of the
Partnership, including but not limited to all distributions and fees received
from PERC pursuant to the PERC Partnership Agreement, (ii) income from
investments and (iii) the amounts of any reserves available for distribution,
less (B) the sum of (i) all costs and expenses which the Partnership paid,
including, but not limited to, (1) payroll, (2) business taxes and real and
personal property taxes and assessments, and fees and expenses in connection
with the prep-

                                        4


aration of the Partnership's tax returns, (3) insurance premiums, (4) all
expenditures required to be made by the General Partner on behalf of the
Partnership, (5) all fees and expenses, including the Development Fee and
Management Fee, (6) capital improvements and the repair, maintenance and
restoration of the improvements (including any portion of the same to the extent
not covered by insurance proceeds), (7) expenditures required to be made under
or in connection with any contract, and (8) without limitation, all other costs
and expenses, including capital expenditures, required to be made by the
Partnership, (ii) all principal and interest paid by the Partnership during such
period and (iii) all contributions to reserve funds, including replenishments of
such funds, during such period.

          1.23  NET SALE OR REFINANCING PROCEEDS. "Net Sale or Refinancing
Proceeds" means the net proceeds remaining from any sale or Disposition or
taking of all or part of the Partnership's property (including, without
limitation, eminent domain or condemnation proceeds or proceeds from a Transfer
under a threat of condemnation or eminent domain proceedings, title insurance
proceeds and casualty insurance proceeds) or any financing or refinancing of the
Partnership's property in either case after the payment of all costs and
expenses related thereto, any capital expenditures or expenses for which such
proceeds are to be used, the satisfaction of any mortgage debt and the setting
aside of any reserves as reasonably determined by the General Partner.

          1.24  PARTNER LOAN. "Partner Loan" means loans to be made by the
Partners to the Partnership pursuant to Section 3.2.

          1.25  PARTNERS. "Partners" means the General Partner and the Limited
Partners, collectively; "Partner" refers to any one of the Partners, or its
permitted successors or assigns.

          1.26  PARTNERSHIP. "Partnership" means PERC Management Company, a
Maine limited partnership, which is the subject of this Agreement, as such
partnership may from time to time be constituted.

          1.27  PARTNERSHIP ACT. "Partnership Act" is the Maine Uniform Limited
Partnership Act, as it may be amended from time to time.

                                        5


          1.28  PARTNERSHIP CAPITAL CONTRIBUTION ACCOUNT. "Partnership Capital
Contribution Account" means the account maintained by the Partnership pursuant
to Section 3.09.

          1.29  PERC. "PERC" means Penobscot Energy Recovery Company, a Maine
limited Partnership.

          1.30  PERC PARTNERSHIP AGREEMENT. "PERC Partnership Agreement" means
the Second Amended and Restated Agreement and Certificate of Limited Partnership
of Penobscot Energy Recovery Company dated as of May 15, 1986 as the same shall
be amended from time to time.

          1.31  PERSON. "Person" means any individual, firm, corporation, trust,
partnership or other entity.

          1.32  PROJECT. The "Project" means the 25.3 megawatt refuse derived
fuel waste-to-energy facility to be constructed by PERC in the Town of
Orrington, Maine.

          1.33  SECURITIES ACT. "Securities Act" means the Securities Act of
1933, as amended, and the regulations promulgated thereunder.

          1.34  SERVICE. "Service" means the United States Internal Revenue
Service.

          1.35  SUBORDINATED LOAN. "Subordinated Loan" means any loans required
to be made by the Partnership to PERC pursuant to Article 3 of the PERC
Partnership Agreement.

          1.36  SUBSTITUTE LIMITED PARTNER. "Substitute Limited Partner" means
a Person who has become a Substitute Limited Partner pursuant to Section 10.3 of
this Agreement.

          1.37  TRANSFER. "Transfer" means a sale, transfer, assignment,
hypothecation, or other disposition.

          1.38  TRANSFEREE. "Transferee" means a purchaser, transferee, assignee
or pledgee of, or Person who takes an interest by means of hypothecation in, a
Partnership interest.

                                        6


          1.39  TRANSFEROR. "Transferor" means a seller, assignor or
hypothecator of a Partnership interest.

          1.40  WITHDRAWING LIMITED PARTNER. "Withdrawing Limited Partner" is
Kuhr Technologies, Inc., a New Jersey corporation.

ARTICLE 2.  THE PARTNERSHIP AND ITS BUSINESS.

          2.1   CONTINUATION. The Partners hereby agree to continue themselves
as a limited partnership under the laws of the State of Maine. CEC, BSSN and
POWER shall be, and hereby are, admitted to the Partnership as Limited Partners.
KTI shall, and hereby does, withdraw from the Partnership without consideration.
This First Amended Agreement and Certificate of Limited Partnership and all such
other certificates and documents as may be necessary or desirable to comply with
all requirements for the amendment and operation of a limited partnership
pursuant to the Partnership Act shall be duly filed for record by the General
Partner in the Office of the Secretary of State of the State of Maine. The
General Partner shall make or cause to be made all such further filings,
recording, publishing and other acts as may be necessary or appropriate from
time to time in connection therewith.

          2.2   NAME OF PARTNERSHIP. The name of the Partnership shall continue
to be "PERC Management Company."

          2.3   ADDRESS OF PARTNERSHIP. The address of the Partnership shall be
PERC Management Company, 411 Hackensack Avenue; Hackensack, New Jersey 07601, or
such other location as determined by the General Partner.

          2.4   PURPOSE. The purpose of the Partnership shall be to enter into
the PERC Partnership Agreement to serve as a general partner of a limited
partnership named Penobscot Energy Recovery Company, which was formed under the
laws of the State of Maine to develop and operate a 25.3 megawatt refuse derived
fuel waste-to-energy facility to be located in the Town of Orrington, Maine,
and, in such capacity, to exercise all authority granted to it by agreement or
by law, and to undertake any and all other acts and things necessary, proper,
convenient, or advisable to effectuate and carry out such purpose.

                                        7


          2.5   TERM. The term of the Partnership shall be from the date hereof
until December 31, 2018, unless the Partnership is sooner dissolved as herein
provided by the General Partner or by operation of law.

          2.6   PLACE OF BUSINESS. The principal office and place of business of
the Partnership shall be at Route 15, Orrington, Maine. The Partnership may also
maintain such other offices at such other places as the General Partner may deem
advisable.

          2.7   DEVELOPMENT FEE. In consideration of efforts of PI and CEC in
developing the Project, on the date of the closing of the Credit Agreement, the
Partnership shall pay the Development Fee to PI and CEC as follows:

                (a) at the closing of the Credit Agreement, PI shall receive
$2,500,000 and CEC shall receive $760,000; and

                (b) following the closing of the Credit Agreement and continuing
until the Completion Date, CEC shall receive 100 percent of the development fees
paid by PERC to the Partnership pursuant to Section 2.7 of the PERC Partnership
Agreement.

                The Partners acknowledge that the Development Fee is a
guaranteed payment within the meaning of Section 707(c) of the Code and
furthermore is not to be treated as a distribution under Article 5 for any
purpose.

          2.8   RESIDENCE OF THE PARTNERS.

          General Partner:

                    PERC, Inc.
                    9 Lincoln Street
                    Biddeford, Maine 04005

          Limited Partners:

                    Central Energy Company
                    101 Bennoch Road
                    Stillwater, Maine 04489

                                        8


                    Bernstein, Shur, Sawyer and Nelson, P.A.
                    One Monument Square
                    Portland, Maine 04101

                    Jeffrey R. Power
                    c/o Fechtor, Detwiler & Co.
                    155 Federal Street
                    Boston, Massachusetts 02110

ARTICLE 3. INVESTMENT OBLIGATIONS.

          3.1   INITIAL CAPITAL CONTRIBUTIONS. On the date of the closing of the
Credit Agreement, the Partners shall make the following Capital Contributions:

                (a) the General Partner shall make a $5,971 Capital
Contribution; and

                (b) the Limited Partners shall make Capital Contributions as
follows: CEC shall contribute $3,000; BSSN shall contribute $315; and POWER
shall contribute $714.

          3.2   PARTNER LOANS.

                (a) In the event that the Partnership is required to make any
Subordinated Loan for cost overruns incurred prior to the Completion Date: (i)
the General Partner shall promptly make Partner Loans to the Partnership equal
to 59.7142 percent of the amount of Subordinated Loan; (ii) POWER shall make,
promptly following notice from the General Partner, Partner Loans equal to
7.1429 percent of the Subordinated Loan; and (iii) each of CEC and BSSN may, at
its option and promptly following notice from the General Partner, make Partner
Loans to the Partnership in amounts equal to 30.0000 percent and 3.1429 percent,
respectively, of the Subordinated Loan.

                (b) Amounts outstanding on Partner Loans made under this Section
3.2 shall bear interest at the rate equal to the prime rate posted from time to
time by Bankers Trust Company, New York, New York, plus one percent, which shall
be due and payable monthly in arrears to the extent of Net Cash Flow prior to
any distri-

                                        9


butions under Article 5, and such interest shall accrue monthly to the extent
not paid when due.

                (c) In the event that any Limited Partner (other than POWER)
shall not make a Partner Loan under paragraph (a) above within 10 days after
notice from the General Partner, the General Partner shall make such Partner
Loan and shall have the option to purchase the Partnership interest of such
Limited Partner at a price equal to the aggregate Capital Contributions made by
such Limited Partner under Section 3.1.

          3.3   ADDITIONAL CAPITAL CONTRIBUTIONS. Except as provided in this
Article 3 and Section 12.3, Partners shall not be required to make any
additional Capital Contributions or loans to the Partnership without the Consent
of all the Partners.

          3.4   NO INTEREST ON CAPITAL. No interest shall be paid to any Partner
on all or a portion of a Capital Contribution or on a balance in its Capital
Account.

          3.5   CAPITAL WITHDRAWALS AND RETURNS. Partners shall not have the
right to withdraw or reduce their contributions to the capital of the
Partnership except in accordance with this Agreement. Except as otherwise
provided herein, Partners shall not have the right to demand or receive
property, other than cash, in return for their Capital Contribution or have
priority over another Partner, either as to the return of contribution of
capital or as to profits, losses, or distributions, or as to compensation by way
of income.

          3.6   WAIVER OF PARTITION AND DISSOLUTION RIGHT. The Partners hereby
waive and forfeit all rights arising out of statute or operation of law to seek,
bring or maintain in any court an action for partition pertaining to any asset
of the Partnership, or an action seeking dissolution of the Partnership, unless
the General Partner has Consented to such dissolution.

          3.7   CAPITAL ACCOUNTS. A Capital Account shall be maintained with
respect to each Partner in accordance with Federal income tax accounting
principles and Treasury Regulation Section 1.704-l(b). Each Capital Account
shall be credited with the amount of the cash contribution to the capital of the
Partnership by such

                                       10


Partner, the fair market value of property contributed to the Partnership by
such Partner (net of liabilities assumed with respect to such interest and
liabilities to which such contributed property is subject), the distributive
share of Partnership income and gain (or items thereof) as allocated to such
Partner pursuant to Section 4.1, and the distributive share of income exempt
from tax. Each Capital Account shall be charged for the amount of any loss or
deduction (or items thereof) allocated to such Partner pursuant to Section 4.1,
the amount of all distributions in cash to such Partner pursuant to this
Agreement, the fair market value of property distributed to such Partner (net of
liabilities assumed with respect to such interest and liabilities to which such
distributed property is subject), and the distributive share of expenditures of
the Partnership described in Section 705(a)(2)(B) of the Code (which share shall
be determined in accordance with the allocable interests in the Partnership).
The following rules shall apply in maintaining Capital Accounts with respect to
interests in the Partnership:

                (a) For purposes of this Section 3.9, amounts described in
Section 709 of the Code (other than amounts with respect to which an election is
in effect under Section 709(b) of the Code) shall be treated as described in
Section 705(a)(2)(B) of the Code.

                (b) If property is distributed by the Partnership, Capital
Accounts shall be adjusted as though such property had been sold on the date of
such distribution for its then fair market value, and any gain or loss on such
sale had been allocated in accordance with Section 4.1.

                (c) If property is contributed to the Partnership, Capital
Accounts shall be adjusted in accordance with Treasury Regulation Section
1.7O4-1(b)(2)(iv)(d)(3).

                (d) Capital Accounts shall be adjusted, in accordance with
Treasury Regulation Section 1.704-l(b)(2)(iv)(j), to reflect any adjustments to
the basis of Partnership property under Section 48(q) of the Code.

                (e) If, in any taxable year, the Partnership has in effect an
election under Section 754 of the Code, Capital Accounts shall be adjusted in
accor-

                                       11


dance with Treasury Regulation Section 1.704-l(b)(2)(iv)(m).

          3.8   CAPITAL CONTRIBUTION ACCOUNT. A Capital Contribution Account
shall be maintained with respect to each Partner. The Capital Contribution
Account shall be credited with the amount of each Capital Contribution made by
the Partner.

          3.9   PARTNERSHIP CAPITAL CONTRIBUTION ACCOUNT. A Partnership Capital
Contribution Account shall be maintained with respect to the Partnership as a
whole. The Partnership Capital Contribution Account shall be credited with the
amount of all Capital Contributions made by the Partners such that the balance
in the Partnership Capital Contribution Account at any time shall reflect the
sum of the balances reflected in the Capital Contribution Accounts.

          3.10  DEFAULTING LIMITED PARTNERS.

                (a) If a Limited Partner shall fail to make any Capital
Contribution (and, in the case of POWER, a Partner Loan) within 15 days after
notice from the General Partner that the payment is due, the Limited Partner (a
"Defaulting Limited Partner") shall be in default upon the delivery of a notice
of such failure by the General Partner to the Defaulting Limited Partner and
each other Partner. Upon any such default pertaining to a Capital Contribution,
interest on the unpaid balance of the Capital Contribution amount then due and
payable shall accrue at the rate equal to the prime rate posted from time to
time by Bankers Trust Company, New York, New York, plus 2 percent from the date
when such payment was due until the date paid. So long as any default shall be
continuing under this Section 3.10, (i) the General Partner may commence legal
proceedings against the Defaulting Limited Partner to compel the payment of all
amounts due as a Capital Contribution (and, in the case of POWER, a Partner
Loan) and the payment of all costs and expenses of collection incurred by the
Partnership (including reasonable attorney's fees); (ii) the Defaulting Limited
Partner shall not be entitled to receive any allocations under Article 4 or
distributions under Article 5; and (iii) each nondefaulting Limited Partner and
the General Partner (the "Nondefaulting Partners") shall have, in proportion to
the ratio that the balance in its Capital Contribution Account bears to the
aggregate of the bal-

                                       12


ances in the Capital Contribution Accounts of all of the Nondefaulting Partners,
the right (but not the obligation) to pay all of such amounts due as a Capital
Contribution. If within 10 days after the issuance of a notice of default under
this Section 3.10, a Capital Contribution is made by fewer than all of the
Nondefaulting Partners as a result of a failure of one or more Nondefaulting
Partners to exercise the right given in clause (iii) of the preceding sentence,
the balance of the Capital Contribution owed by the Defaulting Limited Partner
may be made, in equal proportions, by the Nondefaulting Partners who elected to
make the payments described in clause (iii) of the preceding sentence.

                (b) In the event of default pursuant to paragraph (a) above,
all unpaid Capital Contributions of the Defaulting Limited Partner may become
immediately due and payable at the option of the General Partner and the
interest in the Partnership of the Defaulting Limited Partner shall be subject
to Transfer as provided herein without any Consent of the Defaulting Limited
Partner. The General Partner may, subject to the provisions of this paragraph
(b) and upon 10 days written notice to all of the Partners (a "Sale Notice"),
determine that all or any part of the Defaulting Limited Partner's interest
shall be sold for the Partnership's benefit on the best terms reasonably
obtainable. Each Nondefaulting Partner shall have, in proportion to the ratio
that the balance in its Capital Contribution Account bears to the aggregate of
the balances in the Capital Contribution Accounts of all of the Nondefaulting
Partners, the right (but not the obligation), to acquire a share thereof in
addition to any such interest which the other Nondefaulting Partner fails to so
acquire. Any such interest not acquired by a Nondefaulting Partner within 15
days of a Sale Notice may be sold to any Person for the Partnership's benefit on
the best terms reasonably obtainable. The Defaulting Limited Partner shall be
liable for any and all costs of sale of the interest, whether the interest is
actually sold or not. If the interest is sold at a price in excess of the
Defaulting Limited Partner's remaining liabilities and costs, the General
Partner shall remit the excess to the Defaulting Limited Partner. If the
interest is sold at a price less than the Defaulting Limited Partner's remaining
liabilities and costs, the Defaulting Limited Partner shall be immediately
liable for the difference; PROVIDED, HOWEVER, that the Defaulting Limited
Partner's obligations hereunder shall be

                                       13


relieved to the extent of payments actually made in the Defaulting Limited
Partner's stead by any purchaser of the Defaulting Limited Partner's interest.
The consideration paid for a Defaulting Limited Partner's interest, less any
excess remitted to the Defaulting Limited Partner, shall be deemed to be a
Capital Contribution of the Person acquiring such Defaulting Limited Partner's
interest.

                (c) Any Person acquiring all or any part of the interest of a
Defaulting Limited Partner pursuant to this Section 3.10 shall become a
Substitute Limited Partner upon compliance with the provisions of Section 10.3;
PROVIDED, HOWEVER, that if a Nondefaulting Partner acquires all or any part of
the interest of a Defaulting Limited Partner, such Nondefaulting Partner may
become a Substitute Limited Partner without compliance with the provisions of
Sections 10.3(a) and (d) of this Agreement.

ARTICLE 4.  PROFITS AND LOSSES.

          4.1   ALLOCATION OF PROFITS AND LOSSES. Commencing on the date hereof
and continuing through the term of the Partnership, all Partnership items of
income, gain, loss, deduction or credit (including without limitation the
investment tax credit and accelerated cost recovery deductions), as determined
for Federal income tax purposes, shall be allocated in accordance with the
ratios in which the Partnership distributes Net Cash Flow for the applicable
period.

          4.2   RESTORATION OF NEGATIVE CAPITAL ACCOUNTS. Except as may be
required by law, by Section 12.3, or in respect of any negative balance
resulting from withdrawal of capital or a distribution in contravention of this
Agreement, at no time during the term of the Partnership shall a Partner with a
negative balance in its Capital Account have any obligation to the Partnership
or to another Partner to restore such negative balance.

          4.3   PARTNERSHIP ADJUSTMENTS. In the event of the Transfer of all or
any part of the Partnership interest of a Partner or upon the death of a Partner
(if such Partner is a natural person), the Partnership may elect to adjust the
basis of Partnership property. Any

                                       14


increase or decrease in the amount of any item of income, gain, loss, deduction
or credit attributable to an adjustment to the basis of Partnership assets made
pursuant to a valid election under Sections 734, 743 and 754 of the Code, and
pursuant to corresponding provisions of applicable state and local income tax
laws, shall be charged or credited, as the case may be, to those Partners
entitled thereto under such laws.

          4.4   ALLOCATIONS TO TRANSFERRED PARTNERSHIP INTERESTS. Items of
income, gain, loss, deduction and credit allocated to a Partnership interest
assigned or reissued during a Fiscal Year shall be allocated to each Person who
was the holder of the Partnership interest during such Fiscal Year, in
proportion to the number of days that each such holder was recognized as the
owner of such Partnership interest during such Fiscal Year or during an interim
period in respect of which the books of the Partnership shall be closed, as the
case may be, or in any other manner permitted by the Code and selected by the
General Partner in accordance with this Agreement, without regard to the results
of Partnership operations or the date, amount or recipient of any distributions
which may have been made with respect to such Partnership interest. The
effective date of the assignment shall be (a), in the case of a voluntary
assignment, the actual date the assignment as recorded on the books of the
Partnership, or (b) in the case of involuntary assignment, the date of the
operative event.

ARTICLE 5.  DISTRIBUTIONS.

          5.1.  NET CASH FLOW. Commencing on the date hereof and continuing
through the term of the Partnership, the Partnership shall distribute Net Cash
Flow as follows: 59.7142 percent to PI; 30.0000 percent to CEC; 3.1429 percent
to BSSN; and 7.1429 percent to POWER.

          5.2.  NET SALE OR REFINANCING PROCEEDS. The Partnership shall
distribute Net Sale or Refinancing Proceeds in the same manner as it distributes
Net Cash Flow for the applicable period under Section 5.1.

          5.3   DISTRIBUTIONS IN KIND. During the existence of the Partnership,
Partners shall not be entitled to receive as distributions from the Partnership
any Partnership asset other than money. If upon termination

                                       15


and liquidation of the Partnership, the General Partner determines that (a) an
immediate sale of part or all of the assets of the Partnership would cause undue
loss to the Partners, and (b) the assets of the Partnership would be readily
susceptible to division for distribution in kind to the Partners, then to that
extent the General Partner may distribute such assets to the Partners in kind.
For such purposes, the assets of the Partnership shall be valued at fair market
value at the time of distribution.

ARTICLE 6.  POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER.

          6.1   MANAGEMENT.

                (a) The General Partner shall have exclusive management and
control of the business of the Partnership and all decisions regarding the
management and affairs of the Partnership shall be made by the General Partner.
The General Partner shall have all the rights and powers of a General Partner as
provided in the Act and as otherwise provided by law, and any action taken by
the General Partner shall constitute the act of and serve to bind the
Partnership. In dealing with the General Partner acting on behalf of the
Partnership, no Person shall be required to inquire into its authority to bind
the Partnership. Persons dealing with the Partnership are entitled to rely
conclusively upon the power and authority of the General Partner as set forth in
this Agreement.

                (b) The General Partner shall devote such time to the
Partnership business as it shall reasonably deem to be necessary to supervise
the Partnership business and affairs in an efficient manner; but nothing
contained in this Agreement shall preclude the employment, at the expense of the
Partnership, of any agent or other third party to operate and manage all or any
portion of the property, business or operations of the Partnership, subject to
the control of the General Partner. Subject to Section 6.3 of this Agreement,
Affiliates of the General Partner may be employed by the Partnership to perform
any other services for the Partnership deemed reasonably necessary by the
General Partner.

                                       16


                (c) In furtherance of the purpose of the Partnership as set
forth in Section 2.4 of this Agreement, the General Partner is hereby granted
the right, power and authority to do on behalf of the Partnership all things
which, in its sole and reasonable judgment, are necessary, proper or desirable
to carry out its duties and responsibilities hereunder, including, but not
limited to, the following: from time to time to incur all reasonable
expenditures; to employ and dismiss from employment any and all employees,
agents, contractors, brokers, attorneys and accountants; to create, by grant or
otherwise, easements and servitudes; to borrow money on an unsecured basis; to
borrow money in any amount from any Person, including any Affiliates of the
General Partner, on a recourse or nonrecourse basis, and as security therefor to
mortgage all or any part of the Partnership's property; to renovate, alter,
improve, repair, raze, replace or rebuild any building or other improvement on
all or any portion of any Partnership property which is real estate; to purchase
or acquire interests in real or personal property; to obtain refinancings or
replacements of any mortgages or other security instruments related in any way
to any Partnership property, and to prepay in whole or in part, refinance,
recast, modify, consolidate or extend any of the terms of any indebtedness owed
by the Partnership or affecting all or any portion of any Partnership property;
to do any and all of the foregoing at such price or amount for cash, securities
or other property and upon such terms as the General Partner deems proper; and
to execute, acknowledge and deliver any and all contracts, agreements or other
instruments to effectuate any and all of the foregoing.

                (d) The General Partner shall not be required to manage the
Partnership as its sole and exclusive function, and it may have other business
interests and may engage in other activities in addition to those relating to
the Partnership. Neither the Partnership nor any Partner shall have any right by
virtue of this Agreement or the Partnership relationship created hereby in or to
such other ventures or activities or to the income or proceeds derived
therefrom, and the pursuit of such ventures shall not be deemed wrongful or
improper. Partners and their Affiliates shall not be obligated to present any
particular investment opportunity to the Partnership even if such opportunity is
of a character which, if presented to the Partnership, could be taken by the
Partnership, and each of them shall have the right to take

                                       17


for its own account (individually or otherwise) or to recommend to others any
such particular investment opportunity.

                (e) No Partner shall intentionally take or cause to be taken any
action which constitutes a default under any contracts or agreements to which
the Partnership is a party, nor shall any Partner perform any act in violation
of any applicable law or regulation thereunder, including all applicable Federal
and state securities laws.

          6.2   FIDUCIARY DUTIES. The General Partner shall have the fiduciary
duty to conduct the affairs of the Partnership for the exclusive benefit of the
Partnership and to use all Partnership funds and assets in the best interests of
the Partnership. The General Partner shall have full authority on behalf of the
Partnership to adopt such resolutions as may be required by any bank, savings
and loan association or other financial institution for the operation of the
Partnership's accounts, to make deposits and withdrawals from such accounts, to
make and execute the checks, drafts, notes and other instruments representing
funds of the Partnership in such accounts, and to take any and all such other
action as may be necessary or appropriate in connection with the operation of
such accounts.

          6.3   BUSINESS WITH AFFILIATES OR ASSOCIATES. The General Partner
shall not cause the Partnership to transact any business with the General
Partner, or an Affiliate or Associate thereof, for goods or services in
connection with the conduct of the Partnership's business, except that such
transaction may be effected if the transaction is on terms no less favorable to
the Partnership than would be available in a bona fide arm's length transaction
with an unaffiliated Person.

          6.4   REIMBURSEMENT. The Partnership shall reimburse the General
Partner for the cost of goods, materials and services used for or by the
Partnership. The General Partner shall be reimbursed by the Partnership for any
indirect expenses incurred in performing services for the Partnership, such as
officers' salaries, rent, utilities and other overhead items, but in no event
shall reimbursement for such indirect expenses exceed $25,000 in any Fiscal
Year. The Partnership shall also

                                       18


reimburse the General Partner for services which could be performed directly for
the Partnership by independent parties, such as legal, accounting, duplicating
and other similar services. Such amounts charged to the Partnership shall not
exceed the lesser of (a) the actual cost of such services to the party providing
them or (b) the amount which the Partnership would be required to pay to
independent parties for comparable services. Each such payment and
reimbursement of expenses pursuant to this Section 6.4 shall be made prior to
any distributions under Article 5.

          6.5   ESTABLISHMENT OF RESERVES. Pursuant to the terms of this
Agreement, the General Partner may from time to time establish such reserves for
the Partnership as it deems reasonable and necessary.

          6.6   COMPENSATION. Following the In-Service Date, in consideration of
the management services to be performed by the General Partner and the
development services performed by CEC prior to its admission to the Partnership,
the Partnership shall pay the General Partner and CEC 70 percent and 30
percent, respectively, of any management fees paid by PERC to the Partnership
pursuant to Section 6.4 of the PERC Partnership Agreement. The Partners
acknowledge that the Management Fee is a guaranteed payment within the meaning
of Section 707(c) of the Code and furthermore is not to be treated as a
distribution under Article 5 for any purpose.

          6.7   EXCLUSIVE BROKER. The Partners hereby appoint PI as their
exclusive agent in connection with the Transfer or refinancing of all or any
part of the Partnership's interest in PERC. PI shall be paid a commission equal
to five percent of the gross price of any sale, assignment or other conveyance
of all or part of the Partnership's interest in PERC and two percent of the
proceeds of any refinancing of all or part of the Partnership's interest in
PERC.

                                       19


ARTICLE 7.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS.

          7.1   REPRESENTATIONS, WARRANTIES AND COVENANTS OF PI. PI hereby
represents and warrants to and covenants with the Partnership and the Partners
as follows:

                (a) CORPORATE ORGANIZATION. PI is a corporation duly organized,
validly existing and in good standing under the laws of the State of Maine.

                (b) POWER AND AUTHORITY. PI has the requisite corporate power
and authority to enter into this Agreement and to perform according to the terms
hereof.

                (c) DUE AUTHORIZATION. PI has taken all necessary corporate
action to authorize the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.

                (d) VALIDITY. This Agreement has been duly authorized, executed
and delivered by PI and constitutes the legal, valid and binding obligation of
PI, enforceable against PI in accordance with its terms, except insofar as
enforcement may be limited by bankruptcy, insolvency and other similar laws
affecting the enforcement of creditors' rights generally and by moratorium laws
from time to time in effect and general equitable principles.

                (e) NO VIOLATION OF LAW. The execution, delivery and performance
by PI of this Agreement does not violate any provision of any law, rule,
regulation, order, writ, judgment, decree, determination or award presently in
effect having applicability to the Partnership or PI, except those the violation
of which would not have a material adverse effect on the Partnership or PI.

                (f) NOTICE OF DEFAULT. PI shall forward to the Partners a copy
of any notice received by PI of any default under any agreement or instrument to
which the Partnership is a party or by which it is bound.

                                       20


          7.2   REPRESENTATIONS, WARRANTIES AND COVENANTS OF CEC. CEC hereby
represents and warrants to and covenants with the Partnership and the Partners
as follows:

                (a) PARTNERSHIP ORGANIZATION. CEC is a general partnership duly
formed and validly existing under the laws of the State of Maine.

                (b) POWER AND AUTHORITY. CEC has the requisite partnership power
and authority to enter into this Agreement and to perform according to the terms
hereof.

                (c) DUE AUTHORIZATION. CEC has taken all necessary partnership
action to authorize the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.

                (d) VALIDITY. This Agreement has been duly authorized, executed
and delivered by CEC and constitutes the legal, valid and binding obligation of
CEC, enforceable against CEC in accordance with its terms, except insofar as
enforcement may be limited by bankruptcy, insolvency and other similar laws
affecting the enforcement of creditors' rights generally and by moratorium laws
from time to time in effect and general equitable principles.

                (e) NO VIOLATION OF LAW. The execution, delivery and performance
by CEC of this Agreement does not violate any provision of any law, rule,
regulation, order, writ, judgment, decree, determination or award presently in
effect having applicability to the Partnership or CEC, except those the
violation of which would not have a material adverse effect on the Partnership
or CEC.

                (f) EXPERIENCE AND FINANCIAL CAPABILITY; INVESTMENT INTENT. CEC
has such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and the risks of investing in the Partnership
interest and is able to bear completely the economic risk of such investment;
CEC qualifies as an "accredited investor" within the meaning of Rule 501 under
the Securities Act; and CEC is acquiring such Partnership interest for
investment purposes and not with a view to further distribution.

                                       21


                (g) NO REGISTRATION UNDER THE SECURITIES ACT. CEC understands
that (i) its Partnership interest has not been registered under the Securities
Act or any state securities act on the grounds that the issuance thereof is
exempt and (ii) such exemption is based in part on CEC's representations and
warranties herein; and CEC further understands that such Partnership interest
cannot be sold or transferred in the absence of an effective registration
statement under the Securities Act and any applicable state securities act or an
exemption therefrom.

          7.3   REPRESENTATIONS, WARRANTIES AND COVENANTS OF BSSN. BSSN hereby
represents and warrants to and covenants with the Partnership and the Partners
as follows:

                (a) ASSOCIATION ORGANIZATION. BSSN is a professional corporation
duly formed and validly existing under the laws of the State of Maine.

                (b) POWER AND AUTHORITY. BSSN has the requisite corporate power
and authority to enter into this Agreement and to perform according to the terms
hereof.

                (c) DUE AUTHORIZATION. BSSN has taken all necessary action to
authorize the execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby.

                (d) VALIDITY. This Agreement has been duly authorized, executed
and delivered by BSSN and constitutes the legal, valid and binding obligation of
BSSN, enforceable against BSSN in accordance with its terms, except insofar as
enforcement may be limited by bankruptcy, insolvency and other similar laws
affecting the enforcement of creditors' rights generally and by moratorium laws
from time to time in effect and general equitable principles.

                (e) NO VIOLATION OF LAW. The execution, delivery and performance
by BSSN of this Agreement does not violate any provision of any law, rule,
regulation, order, writ, judgment, decree, determination or award presently in
effect having applicability to the Partnership or BSSN, except those the
violation of which

                                       22


would not have a material adverse effect on the Partnership or BSSN.

                (f) EXPERIENCE AND FINANCIAL CAPABILITY; INVESTMENT INTENT.
BSSN has such knowledge and experience in financial and business matters that it
is capable of evaluating the merits and the risks of investing in the
Partnership and is able to bear completely the economic risk of such investment;
and BSSN is acquiring such Partnership interest for investment purposes and not
with a view to further distribution.

                (g) NO REGISTRATION UNDER THE SECURITIES ACT. BSSN understands
that (i) its Partnership interest has not been registered under the Securities
Act or any state securities act on the grounds that the issuance thereof is
exempt and (ii) such exemption is based in part on BSSN'S representations and
warranties herein; and BSSN further understands that such Partnership interest
cannot be sold or transferred in the absence of an effective registration
statement under the Securities Act and any applicable state securities act or an
exemption therefrom.

          7.4   REPRESENTATIONS, WARRANTIES AND COVENANTS OF POWER. POWER hereby
represents and warrants to and covenants with the Partnership and the Partners
as follows:

                (a) DUE AUTHORIZATION. POWER has taken all necessary action to
authorize the execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby.

                (b) VALIDITY. This Agreement has been duly authorized, executed
and delivered by POWER and constitutes the legal, valid and binding obligation
of POWER, enforceable against POWER in accordance with its terms, except insofar
as enforcement, may be limited by bankruptcy, insolvency and other similar laws
affecting the enforcement of creditors' rights generally and by moratorium laws
from time to time in effect and general equitable principles.

                (c) NO VIOLATION OF LAW. The execution, delivery and performance
by POWER of this Agreement does not violate any provision of any law, rule,
regulation, order, writ, judgment, decree, determination or

                                       23


award presently in effect having applicability to the Partnership or POWER,
except those the violation of which would not have a material adverse effect on
the Partnership or POWER.

                (d) EXPERIENCE AND FINANCIAL CAPABILITY; INVESTMENT INTENT.
POWER has such knowledge and experience in financial and business matters that
he is capable of evaluating the merits and the risks of investing in the
Partnership and is able to bear completely the economic risk of such investment;
POWER qualifies as an "accredited investor" within the meaning of Rule 501 under
the Securities Act; and POWER is acquiring such Partnership interest for
investment purposes and not with a view to further distribution,

                (e) NO REGISTRATION UNDER THE SECURITIES ACT. POWER understands
that (i) his Partnership interest has not been registered under the Securities
Act or any state securities act on the grounds that the issuance thereof is
exempt and (ii) such exemption is based in part on his representations and
warranties herein; and POWER further understands that such Partnership interest
cannot be sold or transferred in the absence of an effective registration
statement under the Securities Act and any applicable state securities act or an
exemption therefrom.

ARTICLE 8.  INDEMNIFICATION.

          8.1   INDEMNITY FOR ACTS AND OMISSIONS.

                (a) The General Partner shall be indemnified and held harmless
by the Partnership from and against any and all claims, demands, liabilities,
costs, damages and causes of action arising out of or incidental to its
management or administration of the affairs of the Partnership.

                (b) Indemnifications authorized under this Section 8.1 shall
include payment of reasonable attorneys' fees or other expenses incurred in
connection with settlement or in any legal proceeding, and the removal of any
liens affecting any property of the indemnitee. Such indemnification rights
shall be cumulative of, and in addition to, any and all rights, remedies and
recourses to which a Partner or the Partnership shall be

                                       24


entitled, whether or not pursuant to the provisions of this Agreement, at law or
in equity.

ARTICLE 9.  RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS.

          9.1   NO CONTROL BY THE LIMITED PARTNERS. The Limited Partners, in
their capacity as Limited Partners, shall not control the Partnership's business
and shall have no right or authority to act for or to bind the Partnership.

          9.2   LIMITATION ON LIABILITY. The liability of each Limited Partner
shall be limited to the amount of its respective Capital Contribution under
Article 3. Except as required by law, by Article 3 or by Section 12.3, a Limited
Partner shall not have any liability to contribute money to the Partnership,
shall not be personally liable for any obligations of the Partnership, and shall
not be obligated to make loans to the Partnership.

          9.3   POWER OF ATTORNEY.

                (a) Each Limited Partner hereby makes, constitutes and appoints
the General Partner and its authorized officers, agents, successors or assigns,
its true and lawful attorney-in-fact with full power and authority in its name,
place, and stead to make, execute, sign, acknowledge, deliver, file and record
at the appropriate public offices such documents as may be necessary or
appropriate to carry out the provisions of this Agreement, including the
following:

                    (i)    all certificates, other agreements and amendments
thereto which the General Partner deems necessary to continue the Partnership
as a limited partnership in each jurisdiction in which the Partnership conducts
business;

                    (ii)   all instruments which the General Partner deems
necessary to effect any sales or Transfers by, or the dissolution and
liquidation of, the Partnership or to reflect a change or modification of such
Partnership made in accordance with the terms of this Agreement; and

                                       25


                    (iii)  all such other instruments as may be deemed necessary
or desirable by the General Partner to carry out fully the provisions of this
Agreement in accordance with its terms.

                (b) The foregoing power of attorney is hereby declared to be
irrevocable and coupled with an interest, and it shall survive the Bankruptcy or
legal disability of any of the Partners to the fullest extent permitted by law
and extend to its successors and assigns, and the Transfer of all or any part
of the Partnership interest of such Partner; PROVIDED, HOWEVER, that if the
General Partner or a Limited Partner Transfers all or any part of its respective
Partnership interest, the foregoing power of attorney of a Transferor Partner
shall survive such Transfer only until such time as the Transferee shall have
been admitted to the Partnership as a Substitute Partner and all required
documents and instruments shall have been duly executed, filed and recorded to
effect such substitution.

ARTICLE 10.  TRANSFER OF LIMITED PARTNERSHIP INTERESTS.

          10.1  PROHIBITED TRANSFERS. The Limited Partners may not Transfer or
otherwise encumber their interest in the Partnership or any part thereof in any
way whatsoever except as permitted in this Article 10, and any such Transfer or
encumbrance in violation of this Article 10 shall be null and void as against
the Partnership, except as otherwise provided by law.

          10.2  PERMITTED TRANSFERS. At any time after the making of all Capital
Contributions required by Article 3 of this Agreement, a Limited Partner may
Transfer all (but not part) of its interest in the Partnership (but only if the
Transferor shall not then be in material default under this Agreement), provided
that:

                (a) Any Transferee shall take such interest subject to the
terms, provisions and conditions of this Agreement and shall acknowledge its
acceptance of this Agreement by executing and delivering to the remaining
Partners an instrument in form satisfactory to said Partners whereby such
Transferee assumes and agrees to be bound by all the terms, provisions and
conditions hereof and to become, in the place of the transferring Limited
Partner, a Partner for all purposes herein (although in

                                       26


connection with such Transferee's assumption of obligations hereunder, such
Transferee shall be entitled to the benefit of any limitation upon the liability
of the Transferor hereunder).

                (b) Such Transfer must be for cash consideration, and all costs
to the Partnership of such Transfer shall be paid by the Transferee or
Transferor.

                (c) The General Partner shall have Consented to the Transfer
which Consent the General Partner may grant or withhold in its sole discretion.

                (d) Before consummating a Transfer of its interest in the
Partnership in a transaction otherwise permitted under this Section 10.2, the
Limited Partner desiring to consummate such Transfer (the "Assigning Limited
Partner") shall give written notice to the General Partner of the proposed
transaction and shall deliver to the General Partner with such notice a copy of
the bona fide written offer from a prospective Transferee (such notice from the
Assigning Limited Partner, together with such copy of the bona fide written
offer, being hereinafter collectively called "Partnership Offer Notice") setting
forth the name of the prospective Transferee and all of the material terms and
conditions on which the Assigning Limited Partner intends to Transfer such
interest in the Partnership, and the General Partner shall then have 30 days
after the giving of the Partnership Offer Notice, together with the delivery of
such offer, to elect (by giving notice of the same to the Assigning Limited
Partner) to purchase such interest of the Assigning Limited Partner for the
purchase price and on the same terms and conditions as set forth in such
Partnership Offer Notice, and in the event the General Partner makes such
election, the transaction shall be closed within a period of 30 days after the
making of such election, with the time, place and date (within such period) as
specified by the General Partner in the notice of its election. If the General
Partner shall fail to give notice of this election, then the Assigning Limited
Partner may Transfer such Partnership interest (provided such Transfer is
otherwise permitted under this Article 10), at any time or times within 180 days
after the giving of such Partnership Offer Notice, for a purchase price and on
terms and conditions no more favorable to the Transferee than those contained in
the Partnership Offer Notice and only to the person identified in the

                                       27


Partnership Offer Notice, and if such Transfer is not consummated within said
180-day period, then the General Partner's rights to notice and to purchase as
aforesaid shall reapply to any pending Transfer and continue with respect to any
other proposed Transfer of the Partnership interest of the Assigning Limited
Partner. If a Transferee of a limited partnership interest does not become a
Substitute Limited Partner pursuant to Section 10.3, the Partnership shall not
recognize the Transfer and the Transferee shall not have any rights to require
any information on account of the Partnership's business, inspect the
Partnership's books, or vote on Partnership matters.

          10.3  SUBSTITUTE LIMITED PARTNER. A Transferee of the whole or any
part of a Limited Partnership interest shall have the right to become a
Substitute Limited Partner in place of its Transferor only if all of the
following conditions are satisfied:

                (a) the fully executed and acknowledged written instrument of
assignment which has been filed with the Partnership sets forth a statement of
the intention of the Transferor that the Transferee become a Substitute Limited
Partner in his place;

                (b) the Transferee executes, adopts and acknowledges this
Agreement and agrees to assume all the obligations of its Transferor, and a
certificate evidencing the admission of such Person as a Substitute Limited
Partner shall have been filed for recording;

                (c) any reasonable costs to the Partnership of the Transfer
shall have been paid to the Partnership; and

                (d) the General Partner shall have Consented to the
substitution, which Consent it may grant or withhold in its sole discretion.

          10.4  INVOLUNTARY WITHDRAWAL BY THE LIMITED PARTNER.

                (a) If a Limited Partner who is a natural person does not, by
written instrument, designate a Person to become a Transferee of his Partnership
interest upon his death, then his personal representative shall have all the
rights of such Partnership interest for the

                                       28


purpose of settling or managing his estate, and such power as the decedent
possessed to Transfer his Partnership interest to a Transferee and to join with
such Transferee in making application to substitute such Transferee as a
Substitute Limited Partner.

                (b) Upon the Bankruptcy, dissolution or other cessation of
existence of a Limited Partner which is not a natural person, the authorized
representative of such entity shall have all the rights of a Partner for the
purpose of effecting the orderly winding up and dissolution of the business of
such entity and such power as such entity possessed to designate a successor as
a Transferee of its Partnership interest and to join with such Transferee in
making application to substitute such Transferee as a Substitute Limited
Partner.

                (c) The death, Bankruptcy, disability or legal incapacity of a
Limited Partner shall not dissolve or terminate the Partnership.

ARTICLE 11.  WITHDRAWAL OF THE GENERAL PARTNER

          11.1  ASSIGNMENT OR WITHDRAWAL BY THE GENERAL PARTNER. The General
partner may not Transfer its interest as a General Partner, in whole or in part,
or withdraw from the Partnership, except as permitted by this Article 11.

          11.2  VOLUNTARY ASSIGNMENT OR WITHDRAWAL OF THE GENERAL PARTNER. Upon
giving 120 days' notice to the Limited Partners, the General Partner may
voluntarily withdraw from the Partnership or sell, transfer or assign its
interest only if:

                (a) another Person has agreed to serve as successor General
Partner;

                (b) such Person has satisfied the terms and conditions set forth
in Section 11.3; and

                (c) the substitution of such Person will not cause the
Partnership to lose its status as a limited partnership for Federal income tax
purposes.

                                       29


          11.3  REMOVAL OF THE GENERAL PARTNER.

                (a) In the event of the Bankruptcy of the General Partner, at
the discretion of the Limited Partners, the General Partner may be removed as
General Partner. Any dispute that may arise regarding such removal shall be
submitted to arbitration pursuant to Section 14.14 hereof. In the event of such
dispute, the General Partner shall be removed only upon the issuance of an
arbitral decision that is final and nonappealable.

                (b) If the General Partner is removed as General Partner, its
Partnership interest shall be converted to that of a Limited Partner, it shall
continue to receive allocations under Article 4 and distributions under Article
5 as if it had remained General Partner, and it shall continue to have all the
benefits of a Limited Partner, except that it shall not participate in the
management of the Partnership or approve its successor General Partner pursuant
to Section 11.4(a). In the event the General Partner is removed pursuant to this
Section 11.3, the Limited Partners may select another Person as a Substitute
General partner and the Consent of the General Partner which was removed shall
not be required.

          11.4  SUCCESSOR GENERAL PARTNER.

          A Person shall be admitted as a successor General Partner only if the
following terms and conditions are satisfied:

                (a) the admission of such Person shall have been Consented to by
the Limited Partners;

                (b) the Person shall have accepted and agreed to be bound by all
the terms and provisions of this Agreement by executing a counterpart thereof
and such other documents or instruments as may be required or appropriate in
order to effect the admission of such Person as a General Partner;

                (c) a certificate evidencing the admission of such Person as a
General Partner shall have been filed for recordation;

                                       30


                (d) if the successor General Partner is a corporation, it shall
have provided counsel for the Partnership with a certified copy of a resolution
of its Board of Directors authorizing it to become the General Partner; and

                (e) none of the actions taken in connection with such transfer
or admission will have a material adverse tax effect upon the Partnership.

ARTICLE 12. DISSOLUTION AND WINDING UP AFFAIRS.

          12.1  DISSOLUTION. No act, thing, occurrence, event or circumstance
shall cause or result in the dissolution of the Partnership, except that the
Partnership shall dissolve and terminate upon the happening of any one of the
following Dissolution Events:

                (a) The retirement, death, insanity, or Bankruptcy of the
General Partner (if a natural person), or the General Partner's cessation to
exist as a legal entity (if other than a natural person);

                (b) The determination by all the Partners that the Partnership
should be dissolved, in accordance with state law;

                (c) The sale of all of the Partnership's property;

                (d) An agreement in writing by all the Partners; or

                (e) The expiration of the term of the Partnership pursuant to
Section 2.5 of this Agreement.

          12.2  WINDING UP. In the event of the dissolution of the Partnership
for any reason, the Liquidator (who shall be the General Partner unless, the
Dissolution Event shall be that set forth in Section 12.1(a), in which event the
Liquidator shall be a Limited Partner then having the greatest distribution
percentage or the Limited Partners jointly if they have equal distribution
percentages) shall commence to wind up the affairs of the Partnership and to
liquidate its investments. The proceeds of such liquidation shall be applied and
distributed as set forth in Section 12.3. The Partners shall

                                       31


continue to share profits and losses, gain or loss on sale or disposition of
Partnership property, Net Cash Flow, and Net Sale or Refinancing Proceeds during
the period of winding up in the same manner and proportion as before the
dissolution. The Partner or Partners obligated to wind up the affairs of the
Partnership shall have full right and unlimited discretion to manage the
business of the Partnership during the winding up period and to determine in
good faith the time, manner and terms of any sale or sales of Partnership
property pursuant to such liquidation.

          12.3  DISTRIBUTIONS UPON DISSOLUTION AND TERMINATION. After all
liabilities and obligations of the Partnership, including all expenses of
liquidation, shall have been paid or provided for (whether by such reserve as
the Liquidator shall deem appropriate or otherwise), and all items of gain,
loss, deduction and credit shall have been allocated in accordance with Article
4, and after any distributions of Net Cash Flow and Net Sale or Refinancing
Proceeds pursuant to Sections 5.1 and 5.2, any proceeds from the liquidation of
the Partnership shall be distributed to the Partners with positive Capital
Account balances in proportion to such Capital Account balances within the
period specified in Treasury Regulation Section 1.704-l(b)(2)(ii)(b)(2). Any
Partner with a deficit in his Capital Account following the complete
distribution of the liquidation proceeds will be required to restore the amount
of such deficit to the Partnership within the period specified in Treasury
Regulation Section 1.704-l(b)(2)(ii)(b)(3), which amount will be paid first to
creditors and the remaining balance, if any, will be distributed to the Partners
in proportion to the Partners' Capital Account balances.

ARTICLE 13. ACCOUNTING AND REPORTS.

          13.1  BOOKS AND RECORDS. The General Partner shall maintain or cause
to be maintained at the office of the Partnership this Agreement and all
amendments thereto and full and accurate books of the Partnership showing all
receipts and expenditures, assets and liabilities, profits and losses, and all
other books, records and information required by the Partnership Act as
necessary for recording the Partnership's business and affairs. The
Partnership's books and records shall be maintained on an accrual basis in
accordance with GAAP. Such docu-

                                       32


ments, books and records shall be maintained at such office until five years
after the termination and liquidation of the Partnership.

          13.2  REPORTS TO PARTNERS.

                (a) Within 60 days after the end of each fiscal quarter, the
General Partner shall send to the Limited Partners an unaudited closing balance
sheet as of the end of such fiscal quarter and a statement of operations for
such fiscal quarter. Within 90 days after the end of such Fiscal Year, the
General Partner shall send to the Limited Partners an unaudited closing balance
sheet as of the end of such Fiscal Year and a statement of operations for such
Fiscal Year.

                (b) As soon as practicable after the end of each Fiscal Year,
the General Partner shall furnish to the Partners reports containing at least
the following information:

                    (i)    by each April 1, Service Form K-l, or any similar
form as may be required by the Code or the Service; and

                    (ii)   a reconciliation between the aforementioned unaudited
financial reports prepared by the General Partner and the basis the Partnership
uses for preparation of its Federal income tax returns.

          13.3  ANNUAL TAX RETURNS.

                (a) The General Partner is hereby designated the "Tax Matters
Partner" for Federal income tax purposes pursuant to section 6231 of the Code
with respect to all taxable years of the Partnership and is authorized to do
whatever is necessary to qualify as such. The General Partner shall prepare or
cause to be prepared all tax and information returns required of the Partnership
(including, but not limited to, Federal, state and local income tax and
information returns), which returns shall be reviewed in advance of filing by
the Independent Accountant. The Partners shall file their individual or
corporate returns in a manner consistent with the Partnership tax and
information returns.

                                       33


                (b) The General Partner shall do all acts, make all elections,
and take whatever reasonable steps are required to maximize, in the aggregate,
the Federal, state and local income tax advantages available to the Partnership
and shall defend all tax audits and litigation with respect thereto. The General
Partner shall maintain the books, records and tax returns of the Partnership in
a manner consistent with the acts, elections and steps taken by the Partnership.

          13.4  ACTIONS IN EVENT OF AUDIT. If an audit of any of the
Partnership's tax returns shall occur, the General Partner shall, at the expense
of the Partnership, participate in the audit and may contest, settle or
otherwise compromise assertions of the auditing agent which may be adverse to
the Partnership. The General Partner may, if it determines that the retention of
accountants and/or other professionals would be in the best interests of the
Partnership, retain such accountants, and/or other professionals, to assist in
such audits (if any). The Partnership shall indemnify and reimburse the General
Partner for all expenses, including legal and accounting fees, claims,
liabilities, losses and damages to the extent borne by the General Partner,
incurred in connection with any administrative or judicial proceeding with
respect to any audit of the Partnership's tax returns. The payment of all such
expenses to which this indemnification applies shall be made before any
distributions pursuant to Section 5.1 or 5.2 of this Agreement. Neither the
General Partner, or any Affiliates, nor any other Person shall have any
obligation to provide funds for such purpose. The taking of any action and the
incurrence of any expense by the General Partner in connection with any such
proceeding, except to the extent required by law, is a matter in the sole
discretion of the General Partner; PROVIDED, HOWEVER, that the decision to take
any action or not to take any action shall be made in accordance with the
General Partner's fiduciary duty as set forth in Section 6.2 of this Agreement.
The indemnification set forth in Section 8 of this Agreement shall be fully
applicable to the General Partner in its capacity as Tax Matters Partner.

                                       34


ARTICLE 14.  GENERAL PROVISIONS.

          14.1  AMENDMENTS. This Agreement may be amended only upon the written
consent of all Partners.

          14.2  TITLE TO PARTNERSHIP PROPERTY. All property owned by the
Partnership, whether real or personal, tangible or intangible, shall be deemed
to be owned by the Partnership as an entity, and no Partner, individually, shall
have any ownership of such property. The Partnership may hold any of its assets
in its own name or in the name of its nominee for the benefit of the
Partnership, which nominee may be one or more individuals, corporations,
partnerships, trusts or other entities.

          14.3  NOTICES. All notices and other communications required or
permitted by this Agreement or by law to be served upon or given to a party
hereto by any other party hereto shall be deemed duly served and given when
received after being delivered by hand or sent by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:

          If to PI or KTI:

                411 Hackensack Avenue
                Hackensack, New Jersey 07601
                Attention:  Nicholas Menonna, Jr.
                            Executive Vice President

          If to CEC:

                c/o Central Equipment Company
                Stillwater, Maine 04489

                Attention:  Mr. Ralph E. Leonard
                            President


          If to BSSN:

                One Monument Square
                Portland, Maine 04101:

                Attention:  Gordon F. Grimes, Esq.
                            Vice President

                                       35


          If to POWER:

                c/o Fechtor, Detwiler & Co.
                155 Federal Street
                Boston, Massachusetts 02110

Each Partner may change its address for the purpose of this Section 14.3 by
giving written notice of such change to the other Partners in the manner
provided in this Section 14.3.

          14.4  GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Maine, without reference to the conflicts of laws or principles
thereof.

          14.5  HEADINGS. The headings of the articles and sections of this
Agreement are inserted for convenience only and are not to be deemed to
constitute a part of this Agreement.

          14.6  FURTHER AND ADDITIONAL DOCUMENTS AND REPORTS. Each of the
parties hereto agrees to execute, acknowledge and verify, if required to do so,
all further or additional documents as may be reasonably necessary to effectuate
fully the terms of this Agreement.

          14.7  COUNTERPARTS. This Agreement may be executed in counterparts,
each one of which shall be considered an original, and all of which, when taken
together, shall constitute one and the same instrument.

          14.8  BINDING ON SUCCESSORS AND ASSIGNS. Except as otherwise
specifically provided herein, this Agreement shall be binding upon and inure to
the benefit of the executors, administrators, successors, and assigns of the
respective Partners.

          14.9  WAIVER. The terms, conditions, covenants, representations, and
warranties hereof may be waived only by a written instrument executed by the
Partner waiving compliance. The failure of a Partner at any time or times to
require performance of any provision hereof shall in no manner affect its right
at a later time to enforce the same. The waiver of any breach of any term,
covenant, or condition of this Agreement by any of the parties hereto shall not
constitute a continuing waiver or waiver of any subsequent breach, either of the

                                       36


same or of any other additional or different term, covenant, or condition of
this Agreement.

          14.10 SEVERABILITY. Whenever possible, each provision of this
Agreement and all related documents shall be interpreted in such a manner as to
be valid under applicable law, but if any such provision is invalid or
prohibited under said applicable law, such provision shall be ineffective to the
extent of such invalidity or prohibition without invalidating the remainder of
such provision or the remaining provisions of the affected documents.

          14.11 ATTORNEYS' FEES. The parties hereto agree that in the event any
party to this Agreement shall be required to initiate legal or arbitration
proceedings to enforce performance of any term or condition of this Agreement
including, but not limited to, the payment of monies or the enjoining of any
action prohibited hereunder, the prevailing party shall be entitled to recover
such sums, in addition to any other damages or compensation received, as will
reimburse such prevailing party for attorneys' fees-and court and/or arbitration
costs incurred on account thereof, regardless of whether such action proceeds to
final judgment or determination.

          14.12 CREDITORS. None of the provisions of this Agreement shall be for
the benefit of or enforceable by a creditor of the Partnership or of a Partner.

          14.13 REMEDIES. Except as may be provided explicitly in this
Agreement, the rights and remedies of any of the parties hereunder shall not be
mutually exclusive, and the exercise of one or more of the provisions hereof
shall not preclude the exercise of any other provision hereof. Each of the
Partners confirms that monetary damages may be an inadequate remedy for breach
or threat of breach of any provision hereof. The respective rights and
obligations hereunder shall be enforceable by specific performance, injunction,
or other equitable remedy, but nothing herein contained is intended to limit or
affect any rights at law or by statute or otherwise of any party aggrieved as
against the other for a breach or threat of breach of any provision hereof, it
being the intention by this Section 14.13 to make clear the agreement of the
parties hereunder that this Agreement shall be enforceable in equity as well as
at law or otherwise.

                                       37


          14.14 ARBITRATION. Any party hereto may require the arbitration of
any matter or matters arising under or in connection with this Agreement.
Arbitration is initiated and required by giving notice specifying the matter to
be arbitrated. If legal action is already pending on any matter concerning which
the notice is given, the notice is ineffective unless given before the
expiration of 20 days after service of process on the person giving the notice.
Except as provided to the contrary in these provisions on arbitration, the
arbitration shall be held in Portland, Maine, and shall be in conformity with
and subject to the then applicable rules and procedures of the American
Arbitration Association (or any successor thereto). If the American Arbitration
Association is not then in existence and there is no successor, or if for any
reason the American Arbitration Association fails or refuses to act, the
arbitration shall be in conformity with and subject to the provisions of
applicable statutes (if any) relating to arbitration at the time of the
notice. The arbitrators shall be bound by this Agreement and all related
agreements. Pleadings in any action pending on the same matter shall, if
arbitration is required, be deemed amended to limit the issues to those
contemplated by the rules prescribed above. The costs of arbitration, including
arbitrator's fees, shall be paid by the nonprevailing party. The number and
selection of arbitrators shall be in accordance with the rules prescribed above,
except that each arbitrator selected shall be familiar with the subject matter
of the issues to be arbitrated, such as, by way of example, partnership
accounting, or management of waste-to-energy facilities, or such other subject
matter as may be at issue.

          14.15 PAYMENTS ON NONBUSINESS DAYS. Whenever any payment to be made
hereunder shall be stated to be due on a Saturday, Sunday or a public holiday
under the laws of the jurisdiction in which payment is to be made, such payment
may be made on the next succeeding business day.

          14.16 SCHEDULES AND EXHIBITS. Each of the Schedules and Exhibits
attached hereto is hereby incorporated herein and made a part hereof for all
purposes, and references thereto contained herein shall be deemed to include
this reference and incorporation.

                                       38


          14.17 NUMBER AND GENDER. Unless the context clearly indicates
otherwise, where appropriate in this Agreement, the singular shall include the
plural and the masculine shall include the feminine and the neuter, and VICE
VERSA.

          14.18 TERMINATION OF LETTER AGREEMENTS. This Agreement supersedes the
letter agreements attached as Exhibits A, B and C hereto, and such letter
agreements are hereby terminated and of no further force or effect.

                                       39


          IN WITNESS WHEREOF, the parties hereto have signed and sworn to this
First Amended and Restated Agreement and Certificate of Limited Partnership the
day and year first above written.

                                        THE GENERAL PARTNER:

                                        PERC, INC.

                                        By: /s/ Nicholas Menonna, Jr.
                                            ------------------------------------
                                            Nicholas Menonna, Jr.
                                            Executive Vice President

                                        THE LIMITED PARTNERS:

                                        CENTRAL ENERGY COMPANY

                                        By: Central Energy Corporation I
                                            General Partner

                                        By:
                                            ------------------------------------
                                            Ralph E. Leonard
                                            President

                                        By:
                                            ------------------------------------
                                            Clark Young
                                            General Partner

                                        BERNSTEIN, SHUR, SAWYER
                                          AND NELSON, P.A.


                                        By: /s/ Gordon F. Grimes
                                            ------------------------------------
                                            Gordon F. Grimes
                                            Vice President

                                        /s/ Jeffrey R. Power
                                        ----------------------------------------
                                        JEFFREY R. POWER
                                        Individually

                                       40


                                        THE WITHDRAWING LIMITED PARTNER:


                                        KUHR TECHNOLOGIES, INC.

                                        By: /s/ Nicholas Menonna, Jr.
                                            ------------------------------------
                                            Nicholas Menonna, Jr.
                                            Executive Vice President

                                       41


          IN WITNESS WHEREOF, the parties hereto have signed and sworn to this
First Amended and Restated Agreement and Certificate of Limited Partnership the
day and year first above written.

                                        THE GENERAL PARTNER:

                                        PERC, INC.

                                        By:
                                            ------------------------------------
                                            Nicholas Menonna, Jr.
                                            Executive Vice President

                                        THE LIMITED PARTNERS:

                                        CENTRAL ENERGY COMPANY

                                        By: Central Energy Corporation I
                                            General Partner

                                        By: /s/ Ralph E. Leonard
                                            ------------------------------------
                                            Ralph E. Leonard
                                            President

                                        By: Central Energy Corporation II
                                            General Partner

                                        By: /s/ Clark Young
                                            ------------------------------------
                                            Clark Young
                                            President

                                        BERNSTEIN, SHUR, SAWYER
                                         AND NELSON, P.A.

                                        By:
                                            ------------------------------------
                                            Gordon F. Grimes
                                            Vice President


                                        ----------------------------------------
                                        JEFFREY R. POWER
                                        Individually

                                       40A


STATE OF NEW YORK   )
                    ) SS.
COUNTY OF NEW YORK  )

          Personally appeared before me, Nicholas Menonna, Jr., Executive Vice
President of PERC, INC., to me known to be the person who executed the foregoing
instrument in the name and on behalf of said corporation, who, being duly sworn,
did acknowledge the same to be his free, voluntary, true and lawful act in said
capacity and the free, voluntary, true and lawful act of said corporation and
who did declare that the statements therein set forth are true to the best of
his knowledge and belief.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 15th day of May, 1986.

                                            /s/ Mary Teresa Fahy
                                            ------------------------------------

[SEAL]

My commission expires:

         MARY TERESA FAHY
Notary Public, State of New York
         No. 41-4343808
     Qualified in Queens County
 Commission Expires March 30, 1987

                                       42


STATE OF MAINE        )                                             May 14, 1986
                      ) SS.
COUNTY OF PENOBSCOT   )

          Personally appeared before me, Clark Young, President of CENTRAL
ENERGY CORPORATION II, a partner of Central Energy Company, to me known to be
the person who executed the foregoing instrument in the name and on behalf of
said partnership, who, being duly sworn, did acknowledge the same to be his
free, voluntary, true and lawful act in said capacity and the free, voluntary,
true and lawful act of said partnership and who did declare that the statements
therein set forth are true to the best of his knowledge and belief.


                                                 /s/ George M. Thomas III
                                                 ------------------------
                                                    GEORGE M. THOMAS III
                                                    NOTARY PUBLIC - MAINE
                                            MY COMMISSION EXPIRES SEPT. 19, 1987

                                       43


STATE OF MAINE        )                                             May 14, 1986
                      ) SS.
COUNTY OF PENOBSCOT   )

          Personally appeared before me, Ralph E, Leonard, President of CENTRAL
ENERGY CORPORATION I, a partner of Central Energy Company, to me known to be the
person who executed the foregoing instrument in the name and on behalf of said
partnership, who, being duly sworn, did acknowledge the same to be his free,
voluntary, true and lawful act in said capacity and the free, voluntary, true
and lawful act of said partnership and who did declare that the statements
therein set forth are true to the best of his knowledge and belief.


                                                 /s/ George M. Thomas III
                                                    GEORGE M. THOMAS III
                                                    NOTARY PUBLIC - MAINE
                                            MY COMMISSION EXPIRES SEPT. 19, 1987

                                       42


STATE OF MAINE      )                                               May 19, 1986
                    ) SS.
COUNTY OF CUMBERLAND)

          Personally appeared before me, Gordon F. Grimes, Vice President of
Bernstein, Shur, Sawyer and Nelson, P.A. to me known to be the person who
executed the foregoing instrument in the name and on behalf of said professional
association, who, being duly sworn, did acknowledge the same to be his free,
voluntary, true and lawful act in said capacity and the free, voluntary, true
and lawful act of said professional association and who did declare that the
statements therein set forth are true to the best of his knowledge and belief,
and, insofar as based upon information and belief, he believes them to be true.

                                        Before me,

                                        /s/ [ILLEGIBLE]
                                        ---------------------------------------
                                        Notary Public

                                                  MY COMMISSION EXPIRES
                                                    OCTOBER 2, 1987.

                                       45


STATE OF MASS       )                                               May 14, 1986
                    ) SS.
COUNTY OF SUFFOLK   )

          Personally appeared before me, Jeffrey R. Power, to me known to be the
person who executed the foregoing instrument, who, being duly sworn, did
acknowledge the same to be his free, voluntary, true and lawful act in said
capacity who did declare that the statements therein set forth are true to the
best of his knowledge and belief.

                                        /s/ Daniel Briansky
                                        ----------------------
                                        My commission expires: 4-9-93

                                       46


STATE OF NEW YORK   )
                    ) SS.
COUNTY OF NEW YORK  )

          Personally appeared before me, Nicholas Menonna, Jr., Executive Vice
President of KUHR TECHNOLOGIES, INC., to me known to be the person who executed
the foregoing instrument in the name and on behalf of said corporation, who,
being duly sworn, did acknowledge the same to be his free, voluntary, true and
lawful act in said capacity and the free, voluntary, true and lawful act of said
corporation and who did declare that the statements therein set forth are true
to the best of his knowledge and belief.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 15th day of May, 1986.

                                        /s/ Mary Teresa Fahy
                                        ----------------------------------------
[SEAL]

My commission expires:

         MARY TERESA FAHY
Notary Public, State of New York
         No. 41-4543808
     Qualified in Queens County
 Commission Expires March 30, 1987

                                       47



                                        Filing Fee $250.00

        DOMESTIC                            19860013LP            $250.00
  LIMITED PARTNERSHIP                       -----------        ------------
                                            FILE NO.              FEE PAID
                                            ------------------------------------
    STATE OF MAINE                                         FILED

CERTIFICATE OF AMENDMENT                               March 31, 1992
                                                      ----------------

   PERC Management Company                           /s/ Gary Cooper
- -----------------------------                    -------------------------
(Name of Limited Partnership)                    Deputy Secretary of State

[LOGO]
                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

                                                --------------------------
                                                Deputy Secretary of State

Pursuant to 31 MRSA Section 422, the undersigned limited partnership executes
and delivers for filing this certificate of amendment:

FIRST:    The name of the limited partnership has been changed to (if no
          change, so indicate)

          PERC Management Company Limited Partnership
          ---------------------------------------------------------------------
           (The words "Limited Partnership" must be contained in name
                      Section 403.1.A. and Section 524.1.B.)

SECOND:   The name and business, residence or mailing address of each NEW
          general partner is (if no change, so indicate):

           NAME                                    ADDRESS

PERC, Inc. [a Delaware corporation]**     7000 BOULEVARD EAST
                                          GUTTENBERG, NEW JERSEY 07093

          / / Names and addresses of additional new general partners are
              attached hereto as Exhibit_____, and made a part hereof.

THIRD:    The name of each WITHDRAWING general partner is (if no change,
          so indicate):

          PERC, Inc.  [a Maine corporation]**
          ---------------------------------------------------------------------

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

          / / Names of additional withdrawing general partners are attached
              hereto as Exhibit_____, and made a part hereof.

FOURTH:   Other amendments to the certificate, if any, that the partners
          determine to adopt are set forth in Exhibits A & ? attached
          hereto and made a part hereof.

          ** The domicile of the general partner, PERC, Inc., has been changed
          by the merger of PERC, Inc., a Maine Corporation, into PERC, Inc., a
          Delaware corporation.



                                        Filing Fee $250.00

        DOMESTIC                            19860013LP            $250.00
  LIMITED PARTNERSHIP                       -----------        ------------
                                            FILE NO.              FEE PAID
                                            ------------------------------------
    STATE OF MAINE                                         FILED

CERTIFICATE OF AMENDMENT                               March 31, 1992
                                                      ----------------

   PERC Management Company                           /s/ Gary Cooper
- -----------------------------                    -------------------------
(Name of Limited Partnership)                    Deputy Secretary of State

[LOGO]
                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

                                                --------------------------
                                                Deputy Secretary of State

Pursuant to 31 MRSA Section 422, the undersigned limited partnership executes
and delivers for filing this certificate of amendment:

FIRST:    The name of the limited partnership has been changed to (if no
          change, so indicate)

          PERC Management Company Limited Partnership
          ---------------------------------------------------------------------
           (The words "Limited Partnership" must be contained in name
                      Section 403.1.A. and Section 524.1.B.)

SECOND:   The name and business, residence or mailing address of each NEW
          general partner is (if no change, so indicate):

           NAME                                    ADDRESS

PERC, Inc. [a Delaware corporation]**     7000 BOULEVARD EAST
                                          GUTTENBERG, NEW JERSEY 07093

          / / Names and addresses of additional new general partners are
              attached hereto as Exhibit_____, and made a part hereof.

THIRD:    The name of each WITHDRAWING general partner is (if no change,
          so indicate):

          PERC, Inc.  [a Maine corporation]**
          ---------------------------------------------------------------------

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

          / / Names of additional withdrawing general partners are attached
              hereto as Exhibit_____, and made a part hereof.

FOURTH:   Other amendments to the certificate, if any, that the partners
          determine to adopt are set forth in Exhibits A & ? attached
          hereto and made a part hereof.

          ** The domicile of the general partner, PERC, Inc., has been changed
          by the merger of PERC, Inc., a Maine Corporation, into PERC, Inc., a
          Delaware corporation.



                               FIRST AMENDMENT TO
              FIRST AMENDED AND RESTATED AGREEMENT AND CERTIFICATE
                OF LIMITED PARTNERSHIP OF PERC MANAGEMENT COMPANY

     AMENDMENT made this 26th day of February, 1992 to the FIRST AMENDED AND
RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF PERC MANAGEMENT
COMPANY (the "Partnership Agreement") by and among the undersigned, being all of
the Partners, both General and Limited, of PERC Management Company (the
"Partnership").

     WHEREAS, the Partnership was formed pursuant to a partnership agreement and
certificate dated August 13, 1985 and filed with the Office of the Secretary of
State of Maine on August 15, 1985, and such partnership agreement and
certificate was amended and restated in its entirety by the Partnership
Agreement, dated May 14, 1986 and filed with the Office of the Secretary of
State of Maine on May 20, 1986; and

     WHEREAS, the Partners of the Partnership desire to amend the Schedule A
attached to the Partnership Agreement in order to provide for the withdrawal of
Bernstein, Shur, Sawyer and Nelson, P.A. ("BSSN"), and Jeffrey R. Power, a
Massachusetts resident ("Power"), each as a limited partner and the admission of
KTI Limited Partners, a Delaware corporation ("KTI") as a substitute limited
partner, all as authorized pursuant to Article 10 thereof; and

     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby agree as follows:

     1.   Each of BSSN and Power hereby withdraws from the Partnership and
          KTI is hereby admitted and accepted as a substitute limited partner in
          place of each of BSSN and Power. KTI hereby acquires and assumes all
          rights, interests and obligations of each of BSSN and Power as a
          limited partner in the Partnership and agrees to be bound by all of
          the provisions of the Partnership Agreement. In furtherance of the
          foregoing, all references in the Partnership Agreement to "Bernstein,
          Shur, Sawyer and Nelson, P.A." and "Jeffrey R. Power" are hereby
          amended to read "KTI Limited Partners, Inc.".

     2.   This Agreement shall be deemed to be effective for all purposes as
          of October 30, 1990. Except as hereby expressly amended, the
          Partnership Agreement is reaffirmed.

                                                                       EXHIBIT A

                                       -1-


     3.   This Agreement may be executed in counterparts, each one of which
          shall be considered an original, and all of which, when taken
          together, shall constitute one and the same agreement.

     IN WITNESS WHEREOF, the undersigned have executed the foregoing instrument
as of the date and year first above written.

                                          SUBSTITUTE LIMITED PARTNER:

                                            KTI Limited Partners, Inc.

                                          By: /s/ [ILLEGIBLE]
                                             -----------------------------------
                                             Its CFO

                                          WITHDRAWING LIMITED PARTNERS

                                            Bernstein, Shur, Sawyer
                                              and Nelson, P.A.

                                          By:
                                             -----------------------------------
                                             Its

                                          Jeffrey R. Power, Individually

                                          --------------------------------------
                                          GENERAL PARTNER

                                          PERC, Inc.

                                          By: /s/ [ILLEGIBLE]
                                             -----------------------------------
                                             Its CFO

                                           LIMITED PARTNER

                                            Central Energy Company

                                            By:  Central Energy
                                                 Corporation I, General
                                                 Partner

                                                 By: /s/ Ralph E. Leonard
                                                   -----------------------------
                                                    Its Pres.

                                            By:  Central Energy
                                                 Corporation II, General
                                                 Partner

                                              By: /s/ Clark Young
                                                 -------------------------------
                                                 Clark Young, General
                                                 Partner

                                       -2-


     3.   This Agreement may be executed in counterparts, each one of which
          shall be considered an original, and all of which, when taken
          together, shall constitute one and the same agreement.

     IN WITNESS WHEREOF, the undersigned have executed the foregoing instrument
as of the date and year first above written.

                                          SUBSTITUTE LIMITED PARTNER:

                                            KTI Limited Partners, Inc.

                                          By:
                                             -----------------------------------
                                             Its

                                          WITHDRAWING LIMITED PARTNERS

                                            Bernstein, Shur, Sawyer
                                              and Nelson, P.A.

                                          By: /s/ [ILLEGIBLE]
                                             -----------------------------------
                                              Its Vice President

                                          Jeffrey R. Power, Individually


                                          --------------------------------------
                                          GENERAL PARTNER

                                          PERC, Inc.

                                          By:
                                              ----------------------------------
                                              Its

                                          LIMITED PARTNER

                                            Central Energy Company

                                            By: Central Energy
                                                Corporation I, General
                                                Partner

                                                By:
                                                   -----------------------------
                                                   Its

                                            By: Central Energy
                                                Corporation II, General
                                                Partner

                                                By:
                                                   -----------------------------
                                                   Clark Young, General
                                                   Partner

                                       -2-


     3.   This Agreement may be executed in counterparts, each one of which
          shall be considered an original, and all of which, when taken
          together, shall constitute one and the same agreement.

     IN WITNESS WHEREOF, the undersigned have executed the foregoing instrument
as of the date and year first above written.

                                          SUBSTITUTE LIMITED PARTNER:

                                            KTI Limited Partners, Inc.

                                          By:
                                             -----------------------------------
                                             Its

                                          WITHDRAWING LIMITED PARTNERS

                                            Bernstein, Shur, Sawyer
                                             and Nelson, P.A.

                                          By:
                                             -----------------------------------
                                             Its

                                          Jeffrey R. Power, Individually

                                          /s/ Jeffrey R. Power
                                          --------------------------------------
                                          GENERAL PARTNER

                                          PERC, Inc.

                                          By:
                                              ----------------------------------
                                              Its

                                          LIMITED PARTNER

                                            Central Energy Company

                                            By: Central Energy
                                                Corporation I, General
                                                Partner

                                                By:
                                                   -----------------------------
                                                   Its

                                            By: Central Energy
                                                Corporation II, General
                                                Partner

                                                By:
                                                   -----------------------------
                                                   Clark Young, General
                                                   Partner

                                       -2-


STATE OF NEW JERSEY
COUNTY OF HUDSON, ss.                                              March 4, 1992

     Personally appeared before me MARTIN J. SERGI in his capacity as CHIEF
FINANCIAL OFFICER of KTI Limited Partners, Inc., who, being duly sworn, declared
that the foregoing was true and acknowledged that he executed the foregoing
instrument as his free act and deed and the free act and deed of the said
corporation.

                                            /s/ Francis J. Elenio
                                            ---------------------------
                                            Notary Public

                                                  FRANCIS J. ELENIO
                                             NOTARY PUBLIC OF NEW JERSEY
                                          My Commission Expires Sept. 25, 1995

STATE OF MAINE
COUNTY OF CUMBERLAND, ss                        _________________, 1992

     Personally appeared before me _______________, in his capacity as
____________of Bernstein, Shur, Sawyer and Nelson, P.A., who, being duly sworn,
declared that the foregoing was true and acknowledged that he executed the
foregoing instrument as his free act and deed and the free act and deed of the
said corporation.


                                            ---------------------------
                                            Notary Public


STATE OF ______________
COUNTY OF______________, ss                     ___________________,1992

     Personally appeared before me Jeffrey R. Power, who, being duly sworn,
declared that the foregoing was true and acknowledged that he executed the
foregoing instrument as his free act and deed.


                                            ---------------------------
                                            Notary Public



STATE OF_________________
COUNTY OF________________, ss.                  __________________, 1992

     Personally appeared before me ___________, in his capacity as______________
of KTI Limited Partners, Inc., who, being duly sworn, declared that the
foregoing was true and acknowledged that he executed the foregoing instrument as
his free act and deed and the free act and deed of the said corporation.


                                            ---------------------------
                                            Notary Public

STATE OF MAINE
COUNTY OF CUMBERLAND, ss                                March 2, 1992

     Personally appeared before me Eric F. Saunders, in his capacity as VICE
PRESIDENT of Bernstein, Shur, Sawyer and Nelson, P.A., who, being duly sworn,
declared that the foregoing was true and acknowledged that he executed the
foregoing instrument as his free act and deed and the free act and deed of the
said corporation.

                                            /s/ Karen A. Harris
                                            ---------------------------
                                            Notary Public

                                                    KAREN A. HARRIS
                                                  NOTARY PUBLIC, MAINE
                                            MY COMMISSION EXPIRES JUNE 8, 1993

STATE OF ______________
COUNTY OF______________, ss                     ___________________, 1992

     Personally appeared before me Jeffrey R. Power, who, being duly sworn,
declared that the foregoing was true and acknowledged that he executed the
foregoing instrument as his free act and deed.


                                            ---------------------------
                                            Notary Public

                                       -3-



STATE OF ______________
COUNTY OF______________, ss                     ___________________, 1992

     Personally appeared before me ________________, in his capacity as
_____________ of KTI Limited Partners, Inc., who, being duly sworn, declared
that the foregoing was true and acknowledged that he executed the foregoing
instrument as his free act and deed and the free act and deed of the said
corporation.


                                            ---------------------------
                                            Notary Public
STATE OF MAINE
COUNTY OF CUMBERLAND, ss                        __________________, 1992

     Personally appeared before me ________________, in his capacity as
____________ of Bernstein, Shur, Sawyer and Nelson, P.A., who, being duly sworn,
declared that the foregoing was true and acknowledged that he executed the
foregoing instrument as his free act and deed and the free act and deed of the
said corporation.


                                            ---------------------------
                                            Notary Public

STATE OF MASSACHUSETTS
COUNTY OF SUFFOLK, ss                         2/28, 1992

     Personally appeared before me Jeffrey R. Power, who, being duly sworn,
declared that the foregoing was true and acknowledged that he executed the
foregoing instrument as his free act and deed.

                                            /s/ [ILLEGIBLE]
                                            ---------------------------
                                            Notary Public

                                            COMM EXP May 7, 1993.



STATE OF NEW JERSEY
COUNTY OF HUDSON, ss                                  March 4, 1992

     Personally appeared before me Martin J. Sergi, in his capacity as Chief
Financial Officer of PERC, Inc., who, being duly sworn, declared that the
foregoing was true and acknowledged that he executed the foregoing instrument as
his free act and deed and the free act and deed of the said corporation.

                                           /s/ Francis J. Elenio
                                           ---------------------------
                                           Notary Public

                                                    FRANCIS J. ELENIO
                                               NOTARY PUBLIC OF NEW JERSEY
                                           My Commission Expires Sept. 25, 1995

STATE OF MAINE
COUNTY OF PENOBSCOT, ss                       February 28, 1992

     Personally appeared before me Ralph E. Leonard, in his capacity as
President of Central Energy Corporation I, a general partner of Central Energy
Company, who, being duly sworn, declared that the foregoing was true and
acknowledged that he executed the foregoing instrument as his free act and deed
and the free act and deed of the said corporation.

                                            /s/ Lynn M. Crocker
                                            ---------------------------
                                            Notary Public

                                                     Lynn M. Crocker
                                                   Notary Public, Maine
                                            My Commission Expires March 31, 1998

STATE OF Maine
COUNTY OF PENOBSCOT, ss                         February 28, 1992

     Personally appeared before me Clark Young, in his capacity as President of
Central Energy Corporation, II, a general partner of Central Energy Company,
who, being duly sworn, declared that the foregoing was true and acknowledged
that he executed the foregoing instrument as his free act and deed and the free
act and deed of the said corporation.

                                            /s/ Lynn M. Crocker
                                            ----------------------------
                                            Notary Public

                                                  Lynn M. Crocker
                                                Notary Public, Maine
                                            My Commission Expires March 31, 1998

                                       -4-



                               SECOND AMENDMENT TO
             FIRST AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF
                 LIMITED PARTNERSHIP OF PERC MANAGEMENT COMPANY,
           HEREBY RENAMED PERC MANAGEMENT COMPANY LIMITED PARTNERSHIP

SECOND AMENDMENT made as of this 18th day of March, 1992, to the FIRST AMENDED
AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF PERC MANAGEMENT
COMPANY, as amended (the "Partnership Agreement"), by and among the undersigned,
being all of the Partners, both General and Limited, of PERC Management Company
(the "Partnership").

WHEREAS, the Partnership was formed pursuant to a partnership agreement and
certificate dated August 13, 1985 and filed with the Office of the Secretary of
State of Maine on August 15, 1985, and such partnership agreement and
certificate was amended and restated in its entirety by the Partnership
Agreement dated May 14, 1986 and filed with the Office of the Secretary of State
of Maine on May 20, 1986, and was amended by the First Amendment to the
Partnership Agreement on February 26, 1992; and

WHEREAS, the Partners of the Partnership desire to amend the Partnership
Agreement in order to provide for the withdrawal of Central Energy Company
("Company"), a Maine general partnership, as a limited partner and the admission
of Central Energy Corporation, a Florida corporation ("CEC"), as a substitute
limited partner, all as authorized pursuant to Article 10 thereof; and

WHEREAS, the Partners of the Partnership desire to record their consent, whether
or not required, to the merger of PERC, Inc., a Maine corporation ("PERC, Inc.,
Me."), into PERC, Inc., a Delaware corporation (PERC, Inc., Del"), wherein the
latter will continue as general partner of the Partnership in place of PERC,
Inc., Me.; and

WHEREAS, the Partners of the Partnership desire to bring the name of the
Partnership into conformity with 31 M.R.S.A. Section 403 (1)(A), as amended
effective January 1, 1992.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby agree as follows:

1.   Company hereby withdraws from the Partnership and CEC is hereby admitted
     and accepted as a substitute limited partner in place of Company. CEC
     hereby acquires and assumes all rights, interests and obligations of
     Company as a limited partner in the Partnership and agrees to be bound by
     all of the provisions of the Partnership Agreement. In furtherance

                                                                       EXHIBIT B



     of the foregoing, all references in the Partnership Agreement to "Central
     Energy Company" are hereby amended to read "Central Energy Corporation,"
     except that the references to "CEC" in paragraph 6.6 thereof are amended to
     read "Central Energy Company, a Maine General Partnership." Notices to CEC
     pursuant to Article 14.3 of the Partnership Agreement shall be addressed as
     follows: 2625 South Atlantic Avenue, Apt. 12-A SE, Daytona Beach Shores, FL
     32118; ATTN: RALPH E. LEONARD, President.

2.   The name of the Partnership shall henceforth be "PERC Management Company
     Limited Partnership." In furtherance of the foregoing, all references in
     the Partnership Agreement to "PERC Management Company" are hereby amended
     to read "PERC Management Company Limited Partnership."

3.   Pursuant to the merger of PERC, Inc., Me. into PERC, Inc., Del., the
     interest of PERC, Inc., Me. as general partner of the Partnership is deemed
     to be vested in PERC, Inc., Del. and the latter is hereby admitted and
     accepted as general, partner of the Partnership in place of PERC, Inc., Me.
     which is no longer a partner of the Partnership. PERC, Inc., Del. hereby
     acknowledges that it has acquired and assumed all rights, interests and
     obligations of PERC, Inc., Me. as a general partner in the Partnership and
     agrees to be bound by all the, provisions of the Partnership Agreement. In
     furtherance of the foregoing, all references in the Partnership Agreement
     to "PERC, Inc., a Maine corporation" are hereby amended to read "PERC,
     Inc., a Delaware corporation" and all references in the Partnership
     Agreement to "PERC, Inc." are hereinafter to be taken as references to
     PERC, Inc., Del.

4.   This Agreement shall be deemed to be effective for all purposes as of
     March 18, 1992. Except as hereby expressly amended, the Partnership
     Agreement, as previously amended, is reaffirmed.

5.   This Agreement may be executed in counterparts, each one of which shall
     be considered an original, and all of which, when taken together, shall
     constitute one and the same agreement.

IN WITNESS WHEREOF, the undersigned have executed the foregoing instrument as of
the date and year first above written.

                                          SUBSTITUTE LIMITED PARTNER

                                          Central Energy Corporation

                                          By: /s/ Ralph E. Leonard
                                            ------------------------------------
                                              Ralph E. Leonard
                                              Its President

                                        2


                                          WITHDRAWING LIMITED PARTNER

                                          Central Energy Company

                                          By:     Central Energy Corporation 1
                                                  Its general partner


                                                  By: /s/  Ralph E. Leonard
                                                   -----------------------------
                                                      Ralph E. Leonard
                                                      Its President

                                          And by: Central Energy Corporation 2
                                                  Its general partner

                                                  By:
                                                      --------------------------
                                                      Carleton C. Young, III
                                                      Its President


                                          GENERAL PARTNER

                                          PERC, Inc. [Delaware]


                                          By:
                                              ----------------------------------
                                              Martin J. Sergi
                                              Its Vice President and
                                              Chief Financial Officer


                                          MERGING GENERAL PARTNER

                                          PERC, INC. [Maine]


                                          By:
                                              ----------------------------------
                                              Martin J. Sergi
                                              Its Senior Vice President
                                              and Chief Financial Officer


                                          LIMITED PARTNER

                                          KTI Limited Partners, Inc.

                                          By:
                                             -----------------------------------
                                             Its

                                        3


                                          WITHDRAWING LIMITED PARTNER

                                          Central Energy Company

                                          By:     Central Energy Corporation 1
                                                  Its general partner

                                                  By:
                                                      --------------------------
                                                      Ralph E. Leonard
                                                      Its President

                                          And by: Central Energy Corporation 2
                                                  Its general partner

                                                  By: /s/ Carleton C. Young III
                                                      --------------------------
                                                      Carleton C. Young, III
                                                      Its President

                                          GENERAL PARTNER

                                          PERC, Inc. [Delaware]

                                          By:
                                              ----------------------------------
                                              Martin J. Sergi
                                              Its Vice President and
                                              Chief Financial Officer


                                          MERGING GENERAL PARTNER

                                          PERC, INC, [Maine]


                                          By:
                                              ----------------------------------
                                              Martin J. Sergi
                                              Its Senior Vice President
                                              and Chief Financial Officer


                                          LIMITED PARTNER

                                          KTI Limited Partners. Inc.

                                          By:
                                             -----------------------------------
                                             Its

                                        3


                                          WITHDRAWING LIMITED PARTNER

                                          Central Energy Company

                                          By:     Central Energy Corporation 1
                                                  Its general partner


                                                  By:
                                                      --------------------------
                                                      Ralph E. Leonard
                                                      Its President

                                          And by: Central Energy Corporation 2
                                                  Its general partner

                                                  By:
                                                      --------------------------
                                                      Carleton C. Young, III
                                                      Its President


                                          GENERAL PARTNER

                                          PERC, Inc. [Delaware]

                                          By: /s/ Martin J. Sergi
                                              ----------------------------------
                                              Martin J. Sergi
                                              Its Vice President and
                                              Chief Financial Officer


                                          MERGING GENERAL PARTNER

                                          PERC, INC. [Maine]

                                          By: /s/ Martin J. Sergi
                                              ----------------------------------
                                              Martin J. Sergi
                                              Its Senior Vice President and
                                              Chief Financial Officer


                                          LIMITED PARTNER
                                          KTI LIMITED PARTNERS, INC.

                                          By: /s/ [ILLEGIBLE]
                                              ----------------------------------
                                              Its Chairman of the Board

                                        3


STATE OF FLORIDA
______________________________, ss.

     Personally appeared before me Ralph E. Leonard, in his capacity as
President of Central Energy Corporation 1, a general partner of Central Energy
Company, who, being duly sworn, declared that the foregoing was true and
acknowledged that he executed the foregoing instrument as his free act and deed
and the free act and deed of the said corporation.

                       See attached Notary Acknowledgement.

   Dated:
          -----------------                              -----------------------
                                                         Notary Public

STATE OF MAINE
_______________________, ss.

     Personally appeared before me Carleton C. Young, III in his capacity as
President of Central Energy Corporation 2, a general partner of Central Energy
Company, who, being duly sworn, declared that the foregoing was true and
acknowledged that he executed the foregoing instrument as his free act and deed
and the free act and deed of the said corporation.

   Dated:
          -----------------                              -----------------------
                                                         Notary Public

STATE OF NEW JERSEY
HUDSON, ss.

     Personally appeared before me Martin J. Sergi, in his capacity as Vice
President and Chief Financial Officer of PERC, Inc. [Delaware], who, being duly
sworn, declared that the foregoing was true and acknowledged that he executed
the foregoing instrument as his free act and deed and the free act and deed of
the said corporation.

   Dated:
          -----------------                              -----------------------
                                                         Notary Public

                                        4


                             NOTARY ACKNOWLEDGEMENT

STATE OF FLORIDA
COUNTY OF VOLUSIA

The foregoing instrument, "President of Central Energy Corporation 1"
                          ------------------------------------------
                                (DESCRIPTION OF INSTRUMENT)

was acknowledged before me this 19th day of March, 1992,

by        - Ralph E. Leonard -
     ----------------------------
     (NAME OF PERSON ACKNOWLEDGED)

/ /  who is personally known to me, or

/X/  who has produced  Maine Dri Lic 7754017   as identification, and
                     -----------------------
                    (TYPE OF IDENTIFICATION)

who / /  did /X/ did not take an oath.


                                                  /s/ Diane Martin
                                    --------------------------------------------
                                    (SIGNATURE OF PERSON TAKING ACKNOWLEDGEMENT)


                                             Diane Martin - NOTARY
                                ------------------------------------------------
                                (NAME OF ACKNOWLEDGER TYPED, PRINTED OR STAMPED)
                                           (TITLE OR RANK)
                                           (SERIAL NUMBER, IF ANY)


                                    NOTARY PUBLIC, STATE OF FLORIDA.
                                    MY COMMISSION EXPIRES: APRIL 29, 1995.
                                    BONDED THRU NOTARY PUBLIC UNDERWRITERS.


(FOR INDIVIDUAL ACTING IN HIS/HER OWN RIGHT)



STATE OF FLORIDA
_____________________, ss.

     Personally appeared before me Ralph E. Leonard, in his capacity as
President of Central Energy Corporation 1, a general partner of Central Energy
Company, who, being duly sworn, declared that the foregoing was true and
acknowledged that he executed the foregoing instrument as his free act and deed
and the free act and deed of the said corporation.

     Dated:
           ------------------------          --------------------------
                                             Notary Public

STATE OF MAINE
CUMBERLAND, ss.

     Personally appeared before me Carleton C. Young, III in his capacity as
President of Central Energy Corporation 2, a general partner of Central Energy
Company, who, being duly sworn, declared that the foregoing was true and
acknowledged that he executed the foregoing instrument as his free act and deed
and the free act and deed of the said corporation.

     Dated: March 18, 1992                   /s/ Kim E. Minear
           -----------------------           --------------------------
                                             Notary Public

                                                         KIM E. MINEAR
                                                      NOTARY PUBLIC MAINE
                                            MY COMMISSION EXPIRES MARCH 18, 1996

STATE OF NEW JERSEY
HUDSON, ss.

     Personally appeared before me Martin J. Sergi, in his capacity as Vice
President and Chief Financial Officer of PERC, Inc. [Delaware], who, being duly
sworn, declared that the foregoing was true and acknowledged that he executed
the foregoing instrument as his free act and deed and the free act and deed of
the said corporation.

     Dated:
           ------------------------          --------------------------
                                             Notary Public

                                        4


STATE OF FLORIDA
________________________, ss.

     Personally appeared before me Ralph E. Leonard, in his capacity as
President of Central Energy Corporation 1, a general partner of Central Energy
Company, who, being duly sworn, declared that the foregoing was true and
acknowledged that he executed the foregoing instrument as his free act and deed
and the free act and deed of the said corporation.

     Dated:
           ------------------------          --------------------------
                                             Notary Public


STATE OF MAINE
________________________, ss.


     Personally appeared before me Carleton C. Young, III in his capacity as
President of Central Energy Corporation 2, a general partner of Central Energy
Company, who, being duly sworn, declared that the foregoing was true and
acknowledged that he executed the foregoing instrument as his free act and deed
and the free act and deed of the said corporation.

     Dated:
           ------------------------          --------------------------
                                             Notary Public


STATE OF NEW JERSEY
HUDSON, ss.

     Personally appeared before me Martin J. Sergi, in his capacity as Vice
President and Chief Financial Officer of PERC, Inc. [Delaware], who, being duly
sworn, declared that the foregoing was true and acknowledged that he executed
the foregoing instrument as his free act and deed and the free act and deed of
the said corporation.

     Dated:  3/19/92                               /s/ [ILLEGIBLE]
           ------------------------          --------------------------
                                                   Attorney-at-Law

                                        4


STATE OF NEW JERSEY
HUDSON, ss.

     Personally appeared before me Martin J. Sergi, in his capacity as Senior
Vice President, and Chief Financial Officer of PERC, Inc. [Maine], who, being
duly sworn, declared that the foregoing was true and acknowledged that he
executed the foregoing instrument as his free act and deed and the free act and
deed of the said corporation.


     Dated:  3/19/92                               /s/ [ILLEGIBLE]
           ------------------------          --------------------------
                                                   Attorney-at-Law


STATE OF NEW JERSEY
HUDSON, ss.

     Personally appeared before me Nicholas Menonna, Jr, in his capacity as
Chairman of the Board of KTI Limited Partners, Inc., who, being duly sworn,
declared that the foregoing was true and acknowledged that he executed the
foregoing instrument as his free act and deed and the free act and deed of the
said corporation.


     Dated: 3-20-92                                /s/ [ILLEGIBLE]
           ------------------------          --------------------------
                                                   Attorney-at-Law


STATE OF FLORIDA
_____________________, ss.

     Personally appeared before me Ralph E. Leonard, in his capacity as
President of Central Energy Corporation, a Florida corporation, who, being duly
sworn, declared that the foregoing was true and acknowledged that he execute the
foregoing instrument as his free act and deed and the free act and deed of the
said corporation.


     Dated:
           ------------------------          --------------------------
                                             Notary Public


CMK/kem
CMK/47550/.AE8

                                        5


STATE OF NEW JERSEY
HUDSON, ss.

     Personally appeared before me Martin J. Sergi, in his capacity as Senior
Vice President and Chief Financial Officer of PERC, Inc. [Maine], who, being
duly sworn, declared that the foregoing was true and acknowledged that he
executed the foregoing instrument as his free act and deed and the free act and
deed of the said corporation.

     Dated:
           ------------------------          --------------------------
                                             Notary Public

STATE OF ______________________
___________________, ss.

     Personally appeared before me ____________, in his capacity as ____________
________, of KTI Limited Partners, Inc., who being duly sworn, declared that the
foregoing was true and acknowledged that he executed the foregoing instrument as
his free act and deed and the free act and deed of the said corporation.

     Dated:
           ------------------------          --------------------------
                                             Notary Public

STATE OF FLORIDA
___________________, ss.

     Personally appeared before me Ralph E. Leonard, in his capacity as
President of Central Energy Corporation, a Florida corporation, who, being duly
sworn, declared that the foregoing was true and acknowledged that he execute the
foregoing instrument as his free act and deed and the free act and deed of the
said corporation.

                       See Attached Notary Acknowledgement

     Dated:
           ------------------------          --------------------------
                                             Notary Public

CMK/kem
CMK/47550/.AE8

                                        5


                             NOTARY ACKNOWLEDGEMENT

STATE OF FLORIDA
COUNTY OF VOLUSIA

The foregoing instrument, President of Central Energy Corporation.
                          -----------------------------------------------
                                 (DESCRIPTION OF INSTRUMENT)

was acknowledged before me this 19th day of March, 1992,

by      - Ralph E. Leonard -
     -----------------------------
     (NAME OF PERSON ACKNOWLEDGED)

/ /  who is personally known to me, or

/X/  who has produced  Maine Dri Lic 7754017 as identification, and
                      ----------------------
                       (TYPE OF IDENTIFICATION)

who / / did  / /  did not take an oath.


                                                /s/ Diane Martin
                              --------------------------------------------------
                                 (SIGNATURE OF PERSON TAKING ACKNOWLEDGEMENT)


                                              Diane Martin - Notary
                              -------------------------------------------------
                               (NAME OF ACKNOWLEDGER TYPED, PRINTED OR STAMPED)
                                                (TITLE OR RANK)
                                                (SERIAL NUMBER, IF ANY)


                                    NOTARY PUBLIC, STATE OF FLORIDA.
                                    MY COMMISSION EXPIRES: APRIL 29, 1995.
                                    BONDED THRU NOTARY PUBLIC UNDERWRITERS.


(FOR INDIVIDUAL ACTING IN HIS/HER OWN RIGHT)



Charter #: 19860013LP                                           Page #: 1

                            LIST OF GENERAL PARTNERS


NAME OF LIMITED PARTNERSHIP:

          PERC Management Company Limited Partnership


NAME OF GENERAL PARTNER & ADDRESS:

          PERC, Inc.
          7000 Boulevard East, Guttenberg, NJ 07093


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

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


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

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


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

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


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

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


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

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


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

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


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

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


          Prepared by:  ld                Date: 12/10/92



                                    FILING FEE $40.00

           DOMESTIC                        19860013LP             $40.00
      LIMITED PARTNERSHIP                  --------------     -------------
                                              FILE NO.           FEE PAID

        STATE OF MAINE                                   FILED


  CERTIFICATE OF APPOINTMENT                         April 15, 1992
    OF REGISTERED AGENT AND                 ------------------------------
       REGISTERED OFFICE                         /s/ Gary Cooper
                                            ------------------------------
                                               Deputy Secretary of State


                                         A TRUE COPY WHEN ATTESTED BY SIGNATURE

    PERC MANAGEMENT COMPANY
      LIMITED PARTNERSHIP
- ---------------------------------
 (Name of Limited Partnership)                 --------------------------
                                                Deputy Secretary of State


Pursuant to 31 MRSA Section 524.1.C.1.a., the undersigned limited partnership
formed under the laws of the State of Maine on (date) AUGUST 15, 1985 advises
you of the following:

          The name of the Registered Agent, an individual Maine resident or a
          corporation, foreign or domestic, authorized to do business or carry
          on activities in Maine, and the address of the registered office shall
          be

                     FLOYD M. GENT C/O KTI OPERATIONS, INC.
          ----------------------------------------------------------------------
                                          (name)

                     56 INDUSTRIAL PARK ROAD, SUITE 4, SACO, MAINE 04072
          ----------------------------------------------------------------------
          (physical location - street (not P.O. Box), city, state and zip code)


          ----------------------------------------------------------------------
                           (mailing address if different from above)


GENERAL PARTNER(S)*                     DATED  FEBRUARY 19, 1992

- ------------------------------------    ----------------------------------------
           (signature)                            (type or print name)


FOR GENERAL PARTNER(S) WHICH ARE ENTITIES

Name of Entity PERC, INC.


By       /s/ Martin J. Sergi            MARTIN J. SERGI - VICE PRESIDENT
   -------------------------------      ----------------------------------------
         (authorized signature)            (type of print name and capacity)

*Certificate must be signed by at least one general partner (Section 424.1.B).
The execution of the certificate constitutes an oath or affirmation, under the
penalties of false swearing under Title 17-A, section 452, that, to the best of
the signers' knowledge and belief, the facts stated in the certificate are true
(Section 424.3.).

      SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION #101, AUGUSTA,
                                  ME 04333-0101
                                      ATTN: CORPORATE EXAMINING SECTION
FORM NO. MLPA-3C 92                             TEL. (207) 289-4195



               BUREAU OF CORPORATIONS, ELECTIONS, AND COMMISSIONS


                            DEPARTMENT OF          Janet E. Waldron
                       THE SECRETARY OF STATE      ASSISTANT SECRETARY OF STATE

[LOGO]
G. William Diamond        February 10, 1992        Gary Cooper
SECRETARY OF STATE                                 DEPUTY SECRETARY OF STATE

                                                               19860013LP

PERC Management Group
PERC, Inc., General Partner

411 Hackensack Ave.
Hackensack, NJ 07601


Dear Sir:

     Pursuant to Title 31 M.R.S.A. Section 524.1.C.1.a all limited partnerships
formed in the State of Maine prior to January 1, 1992 must appoint a registered
agent and registered office by APRIL 1, 1992.

     Please find enclosed form MLPA-3C, Certificate of Appointment of Registered
Agent and Registered Office, for this purpose. This form must be completed and
returned to our office with the $40.00 filing fee. If assistance in completing
the form is required, please contact the Corporate Examining Section of our
office at (207) 289-4195.

     Failure to appoint a registered agent and registered office by April 1,
1992 will result in the suspension of your certificate of limited partnership.


                              Sincerely,

                              /s/ Rebecca M. Wyke

                              Rebecca Wyke
                              Director of Corporations

Enclosure


    STATE HOUSE STATION #101, AUGUSTA, MAINE 04333-0101, TEL. (207) 289-3676



               BUREAU OF CORPORATIONS, ELECTIONS, AND COMMISSIONS


                            DEPARTMENT OF          Janet E. Waldron
                       THE SECRETARY OF STATE      ASSISTANT SECRETARY OF STATE

[LOGO]
Bill Diamond                                       Gary Cooper
SECRETARY OF STATE                                 DEPUTY SECRETARY OF STATE

                                                   19860013LP
                                                   1933019650006

PERC MANAGEMENT COMPANY LIMITED PARTNERSHIP
FLOYD M. GENT, Registered Agent
C/O KTI OPERATIONS, INC.
56 INDUSTRIAL PARK ROAD, SUITE 4
SACO ME 04072


     The above named limited partnership was reinstated effective 10/27/1993.


                              /s/ Rebecca M. Wyke
                              -----------------------
                              Rebecca Wyke
                              Director of Corporations


               STATE HOUSE STATION #101, AUGUSTA, MAINE 04333-0101


               BUREAU OF CORPORATIONS, ELECTIONS, AND COMMISSIONS

                            DEPARTMENT OF          Janet E. Waldron
                       THE SECRETARY OF STATE      ASSISTANT SECRETARY OF STATE

[LOGO]
Bill Diamond                                       Gary Cooper
SECRETARY OF STATE                                 DEPUTY SECRETARY OF STATE

                                                   19860013LP
                                                   1932389850004

PERC MANAGEMENT COMPANY LIMITED PARTNERSHIP
FLOYD M. GENT, Registered Agent
C/O KTI OPERATIONS, INC.
56 INDUSTRIAL PARK ROAD, SUITE 4
SACO ME 04072

     Please be advised that your certificate of limited partnership has been
suspended pursuant to Title 31 M.R.S.A. Section 530 (1) for failure to file the
1993 Annual Report and to pay the $60.00 filing fee and penalty owed. A limited
partnership, while suspended, may not engage in business in the State of Maine.

     Our records indicate that you were notified of this impending suspension on
06/25/1993. In order to reinstate your limited partnership at this time, you
must file the 1993 Annual Report with the $60.00 filing fee and the
reinstatement fee of $125.00.

     If you have any questions concerning this matter or require assistance in
reinstating your limited partnership, please contact the Reporting and
Information Section of our office at (207) 287-4190.

     Dated this TWENTY-FIFTH day of AUGUST, 1993.

                                      /s/ Rebecca M. Wyke
                                      -----------------------
                                      Rebecca Wyke
                                      Director of Corporations

               STATE HOUSE STATION #101, AUGUSTA, MAINE 04333-0101



               BUREAU OF CORPORATIONS, ELECTIONS, AND COMMISSIONS

                            DEPARTMENT OF          Janet E. Waldron
                       THE SECRETARY OF STATE      ASSISTANT SECRETARY OF STATE

[LOGO]
Bill Diamond                                       Gary Cooper
SECRETARY OF STATE            06/25/1993           DEPUTY SECRETARY OF STATE

                                                   19860013LP

PERC MANAGEMENT COMPANY LIMITED PARTNERSHIP
FLOYD M. GENT, Registered Agent
C/O KTI OPERATIONS, INC.
56 INDUSTRIAL PARK ROAD, SUITE 4
SACO ME 04072

RE:  FAILURE TO FILE ANNUAL REPORT

     Our records indicate that you have not yet filed your 1993 Annual Report
for the year ending December 31, 1992, which was due in our office on or before
June 1, 1993 along with the filing fee of $60.00. We are therefore required by
Title 31 M.R.S.A. Section 530 (1) to assess a late filing penalty of $25.00.

     Failure to file the Annual Report with the $60.00 filing fee and the $25.00
penalty due within 60 days of the date of this notice will result in the
suspension of your certificate of limited partnership.

     A report form has been enclosed for your use. If you have any questions
concerning this matter, please contact the Reporting and Information Section of
our office at (207) 287-4190.

                              Sincerely,

                              /s/ Rebecca M. Wyke
                              Rebecca Wyke
                              Director of Corporations


Enclosure

               STATE HOUSE STATION #101, AUGUSTA, MAINE 04333-0101


             [LOGO]                    FILING FEE $20.00 FOR EACH LIMITED
                                       PARTNERSHIP LISTED
            DOMESTIC
       LIMITED PARTNERSHIP               File No. 19860013LP Pages 1
                                         Fee Paid  $  20.00
         STATE OF MAINE                  DCN  1933121400007  RO
                                         ----------------FILED------------------
NOTIFICATION BY REGISTERED AGENT                     11/08/1993
        OF CHANGE IN NAME
      OR REGISTERED OFFICE                            /s/ Gary Cooper
                                               ------------------------------
     PERC MANAGEMENT COMPANY                     Deputy Secretary of State
       LIMITED PARTNERSHIP
- ---------------------------------         A TRUE COPY WHEN ATTESTED BY SIGNATURE
  (Name of Limited Partnership)

                                              ------------------------------
                                                Deputy Secretary of State

/ / Names of additional limited partnerships to which a copy of this notice has
    been sent to a general partner thereof, are attached hereto as Exhibit ____,
    and made as part hereof.


Pursuant to 31 MRSA Section 407.2.B., the undersigned gives notice of a change
of registered agent's name and/or registered office address of each limited
partnership listed herein:

FIRST:    Name of registered agent appearing on the record in the Secretary of
          State's office FLOYD M. GENT


SECOND:   New name of registered agent (if no change, so indicate)  NO CHANGE


THIRD:    Address of registered office appearing on the record in the Secretary
          of State's office

          C/O KTI OPERATIONS, INC., 56 INDUSTRIAL PARK ROAD, SUITE 4, SACO,
                                         ME 04072
          ----------------------------------------------------------------------
                              (street, city, state and zip code)

FOURTH:   New address of registered office (if no change, so indicate)

          C/O KTI ENVIRONMENTAL GROUP, INC., SUITE 402, TWO CITY CENTER.
          ----------------------------------------------------------------------
          (physical location - Street (not P.O. Box), city, state and zip code)

          PORTLAND, MAINE 04101
          ----------------------------------------------------------------------
                         (mailing address if different from above)



[LOGO]                                      Filing Fee $20.00

              DOMESTIC                          File No. 19860013LP Pages 2
        LIMITED PARTNERSHIP                     Fee Paid $   20.00
                                                DCN   1951441300005 AGRO
           STATE OF MAINE                       -----------FILED--------------
                                                        05/22/1995
  CHANGE OF REGISTERED AGENT ONLY
                 OR                                  /s/ Gary Cooper
      CHANGE OF REGISTERED AGENT                ---------------------------
         AND REGISTERED OFFICE                   Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

PERC MANAGEMENT COMPANY Limited
   Partnership
- --------------------------------------         ---------------------------
     Name of Limited Partnership                Deputy Secretary of State

Pursuant to 31 MRSA Section 422.3.C., the undersigned limited partnership gives
notice of the following change(s):

FIRST:    The name of the registered agent and the address of the registered
          office appearing on the record in the Secretary of State's office are

             FLOYD M. GENT C/O KTI ENVIRONMENTAL GROUP, INC.
          ----------------------------------------------------------------------
                                       (name)

             Suite 402 TWO CITY CENTER, PORTLAND, MAINE 04101
          ----------------------------------------------------------------------
                        (street, city, state and zip code)

SECOND:   The name of its successor registered agent, an individual Maine
          resident or a corporation, foreign or domestic, authorized to do
          business or carry on activities in Maine, and the address of the new
          registered office shall be

             BRADLEY HUGHES
          ----------------------------------------------------------------------
                                       (name)

             KTI, INC., 110 MAIN STREET, SUITE #1303, SACO, MAINE 04072
          ----------------------------------------------------------------------
           (physical location - street (not P.O. Box), city, state and zip code)

          ----------------------------------------------------------------------
                      (mailing address if different from above)



                                    EXHIBIT A


           DOMESTIC                         Filing Fee $250.00
     LIMITED PARTNERSHIP
                                                File No. 19860013LP Pages 4
        STATE OF MAINE                          Fee Paid $ 250

    RESTATED CERTIFICATE OF                     DCN   1981691500037 REST
      LIMITED PARTNERSHIP                       -----------FILED-------------
                                                  18-JUN-98

                                                    /s/ Nancy B. Kelleher
                                                -----------------------------
                                                  Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

                                               ------------------------------
                                                 Deputy Secretary of State

PERC Management Company Limited Partnership
- -----------------------------------------------------------------
(Name of Limited Partnership as it appears on the record of the Secretary of
  State)

Pursuant to 31 MRSA Section 422.6., the undersigned adopt(s) the following
restated certificate of limited partnership:

FIRST:    The name of the limited partnership has been changed to (if no change,
          so indicate)

              No change
          ----------------------------------------------------------------------
          (The name must contain one of the following: "Limited Partnership",
            "L.P." or "LP"; Section 403.1.A and  Section 524.1.B.)

SECOND:   The date of filing of the initial certificate of limited partnership
          May 20, 1986 and the name under which it was originally filed PERC
          Management Company

THIRD:    The name of the Registered Agent, an individual Maine resident or a
          corporation, foreign or domestic, authorized to do business or carry
          on activities in Maine, and the address of the registered office are

               Bradley Hughes
          ----------------------------------------------------------------------
                                         (name)

              c/o KTI, Inc.
              110 Main Street, Suite 1303, Saco, Maine 04072
          ----------------------------------------------------------------------
           (physical location - street (not P.O. Box), city, state and zip code)

          ----------------------------------------------------------------------
                          (mailing address if different from above)

FOURTH:   The name and business, residence or mailing address of each general
          partner is:

                    NAME                                      ADDRESS
                                                   7000 Boulevard East
          PERC, Inc.                               Guttenberg, NJ 07093
          -------------------------                -----------------------------
          -------------------------                -----------------------------
          -------------------------                -----------------------------

          / / Names and addresses of additional general partners are attached
          hereto as Exhibit _____, and made a part hereof.

FIFTH:    Other provisions of this certificate, if any, that the partners
          determine to include are set forth in Exhibit A attached hereto and
          made a part hereof.



DATED  6-4-98

GENERAL PARTNER(S)*

- --------------------------------------     -------------------------------------
            (signature)                            (type or print name)


- --------------------------------------     -------------------------------------
            (signature)                            (type or print name)


- --------------------------------------     -------------------------------------
            (signature)                            (type or print name)

FOR GENERAL PARTNER(S) WHICH ARE ENTITIES

Name of Entity      PERC, Inc.
               -----------------------------------------------------------------

By    /s/ Martin. J. Sergi                       MARTIN J. SERGI PRESIDENT
    -----------------------------------    -------------------------------------
         (authorized signature)              (type or print name and capacity)

Name of Entity
               -----------------------------------------------------------------

By
    ----------------------------------     -------------------------------------
         (authorized signature)               (type or print name and capacity)

Name of Entity
               -----------------------------------------------------------------

By
    ----------------------------------     -------------------------------------
          (authorized signature)              (type or print name and capacity)

* Certificate must be signed by at least one general partner and by each other
general partner designated as a new general partner by this restated certificate
(Section 424.1.B.). The execution of the certificate constitutes an oath or
affirmation, under the penalties of false swearing under Title 17-A, section
453, that, to the best of the signers' knowledge and belief, the facts stated in
the certificate are true (Section 424.3.).

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MLPA-6A Rev. 7/96                      TEL. (207) 287-4195



                               THIRD AMENDMENT TO
             FIRST AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF
                 LIMITED PARTNERSHIP OF PERC MANAGEMENT COMPANY,
               RENAMED PERC MANAGEMENT COMPANY LIMITED PARTNERSHIP

THIRD AMENDMENT made as of this 2nd day of January, 1998 to the FIRST AMENDED
AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF PERC MANAGEMENT
COMPANY, as amended (the "Partnership Agreement"), by and among the undersigned,
being all of the Partners, both General and Limited, of PERC Management Company
(the "Partnership").

WHEREAS, the Partnership exists pursuant to the Partnership Agreement dated May
14, 1986 and filed with the office of the Secretary of State of Maine on May 20,
1986, as amended by the First and Second Amendments to the Partnership
Agreements dated February 26, 1992 and March 18, 1982; and

WHEREAS, the Partners of the Partnership desire to amend the partnership
Agreement in order to provide for a change in the percentage of ownership
interests between PERC, Inc. and KTI Limited Partners, Inc.; and

WHEREAS, the Partners of the Partnership desire to adopt a form of Restated
Certificate of Limited Partnership in the form attached to simplify the
Partnership's filings with the Maine Secretary of State.

NOW THEREFORE, in consideration of the mutual covenants contained herein and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby agree as follows:

1.   Section 5.1 of the Partnership Agreement is amended to read in its entirety
     as follows:

          5.1 NET CASH FLOW. Commencing on the date hereof and continuing
     through the term of the Partnership, the Partnership shall distribute Net
     Cash Flow as follows: 87.3 percent to PERC, Inc. and 12.7 percent to KTI
     Limited Partners, Inc.

2.   That the Partnership adopt the form of Restated Certificate in the form
     attached hereto as Exhibit A to be filed with the Maine Secretary of State.

3.   This Agreement shall be deemed to be effective for all purposes as of
     January 1, 1998. Except as hereby expressly amended, the partnership
     Agreement, as previously amended, is reaffirmed.

4.   This Agreement may be executed in counterparts, each one of which shall be
     considered an original, and all of which, when taken together, shall
     constitute one and the same agreement.



IN WITNESS WHEREOF, the undersigned have executed the foregoing instrument as of
the date and year first above written.

                                                     GENERAL PARTNER

                                                     PERC, Inc. [Delaware]

                                                     By: /s/ Martin J. Sergi
                                                         -----------------------
                                                         Martin J. Sergi
                                                         Its President and
                                                         Chief Financial Officer


                                                     LIMITED PARTNER

                                                     KTI Limited Partners, Inc.

                                                     By: /s/ Martin J. Sergi
                                                         -----------------------
                                                         Its President



              DOMESTIC                      Filing Fee $20.00
        LIMITED PARTNERSHIP
                                                File No. 19860013LP Pages 2
          STATE OF MAINE                        Fee Paid $ 20
                                                DCN   2021641400143 AGRO
      CHANGE OF REGISTERED AGENT                -----------FILED--------------
              ONLY OR                               06/03/2002
      CHANGE OF REGISTERED AGENT
         AND REGISTERED OFFICE                       /s/ Julie L. Flynn
                                                ---------------------------
                                                 Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

Perc Management Company Limited Partnership
- -------------------------------------------     ---------------------------
         (Name of Limited Partnership)           Deputy Secretary of State

Pursuant to 31 MRSA Section 407.2 and Section 422.3.D., the undersigned limited
partnership gives notice of the following change(s):

FIRST:    The name of the registered agent and the address of the registered
          office appearing on the record in the Secretary of State's office are

                                   Bradley Hughes
          ----------------------------------------------------------------------
                                       (name)

                 c/o KTI, Inc. 110 Main Street, Suite #103, Saco, ME 04072
          ----------------------------------------------------------------------
                            (street, city, state and zip code)

SECOND:   The name of its successor registered agent, an individual Maine
          resident or a corporation, foreign or domestic, authorized to do
          business or carry on activities in Maine, and the address of the new
          registered office shall be

                               CT Corporation System
          ----------------------------------------------------------------------
                                       (name)

                          One Portland Square, Portland, Maine 04101
          ----------------------------------------------------------------------
                 (physical location (not P.O. Box), city, state and zip code)

          ----------------------------------------------------------------------
                          (mailing address if different from above)



DATED May 29, 2002

GENERAL PARTNER(S)*

- --------------------------------------     -------------------------------------
          (signature)                                (type or print name)

FOR GENERAL PARTNER(S) WHICH ARE ENTITIES

Name of Entity      PERC, Inc.
               -----------------------------------------------------------------

By   /s/ Richard A. Norris                     Richard A. Norris, Treasurer
    ----------------------------------     -------------------------------------
         (authorized signature)              (type or print name and capacity)

THE FOLLOWING SHALL BE COMPLETED BY TITLE REGISTERED AGENT UNLESS THIS DOCUMENT
IS ACCOMPANIED BY FORM MLPA-18 (Section 407.1-A.).

The undersigned hereby accepts the appointment as registered agent for the above
named limited partnership.

REGISTERED AGENT                           DATED
                                                 -------------------------

- --------------------------------------     -------------------------------------
             (signature)                            (type or print name)

FOR REGISTERED AGENT WHICH IS A CORPORATION

Name of Corporation      CT Corporation System
                    ------------------------------------------------------------

                                                     TAMMY TOFTEROO
By   /s/ Tammy Tofteroo                              VICE PRESIDENT
    ----------------------------------     -------------------------------------
        (authorized signature)                (type or print name and capacity)

* Certificate MUST be signed by
  (1) at least one GENERAL PARTNER OR
  (2) any duly authorized person.
The execution of the certificate constitutes an oath or affirmation under the
penalties of false swearing under Title 17-A, section 453.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                            101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MLPA-3 Rev. 8/2000                   TEL. (207) 287-4195



                                           Filing Fee $35.00
                                           (If amending ONLY Item FOURTH filing
                                              fee $20.00)
               DOMESTIC                         File No. 19860013LP Pages 2
         LIMITED PARTNERSHIP                    Fee Paid $ 20
                                                DCN   2021651400005 GPAD
                                                -----------FILED------------
                                                       06/03/2002
            STATE OF MAINE
                                                       /s/ Julie L. Flynn
                                                ----------------------------
                                                 Deputy Secretary of State
       CERTIFICATE OF AMENDMENT
                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

Perc Management Company Limited Partnership
- -------------------------------------------       ----------------------------
      (Name of Limited Partnership)                Deputy Secretary of State

Pursuant to 31 MSRA Section 422, the undersigned limited partnership executes
and delivers for filing this certificate of amendment:

FIRST:    The name of the limited partnership has been changed to (if no change,
          so indicate)

          No Change
          ----------------------------------------------------------------------
            (The name must contain one of the following: "Limited Partnership",
              "L.P." or "LP"; Section 403.1.A and  Section 524.1.B.)

SECOND:   The name and business, residence or mailing address of each NEW
          general partner is (if no change, so indicate):

                     NAME                                ADDRESS

          No Change
          ----------------------------     -------------------------------------
          ----------------------------     -------------------------------------
          ----------------------------     -------------------------------------

          / / Names and addresses of additional new general partners are
              attached hereto to Exhibit ___, and made a part hereof.

THIRD:    The name of each WITHDRAWING general partner is (if no change, so
          indicate):

          No Change
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------
          ----------------------------------------------------------------------

          / / Names of additional withdrawing general partners attached hereto
              as Exhibit ____, and made a part hereof.

FOURTH:   If the business, residence or mailing address of any general partner
          has changed, the new address is (if no change, so indicate):

                     NAME                              NEW ADDRESS

          Perc, Inc.                       110 Main Street, Suite 1308, Saco, ME
                                           04072
          ----------------------------     -------------------------------------
          ----------------------------     -------------------------------------
          ----------------------------     -------------------------------------

          / / Names and new addresses of general partners are attached hereto as
              Exhibit ____, and made a part hereof.



FII       Other amendments to the certificate, if any, that the partners
          determine to adopt are set forth in Exhibit ___ attached hereto and
          made a part hereof.

DATED  May 28, 2002

GENERAL PARTNER(S)*

- --------------------------------------     -------------------------------------
           (signature)                                (type or print name)

- --------------------------------------     -------------------------------------
           (signature)                                (type or print name)

- --------------------------------------     -------------------------------------
           (signature)                                (type or print name)

FOR GENERAL PARTNER(S) WHICH ARE ENTITIES

Name of Entity      Perc, Inc.
               -----------------------------------------------------------------

By    /s/ Richard A. Norris                    Richard A. Norris, Treasurer
    ----------------------------------     -------------------------------------
         (authorized signature)              (type or print name and capacity)

Name of Entity
               -----------------------------------------------------------------

By
    ----------------------------------     -------------------------------------
         (authorized signature)              (type or print name and capacity)

Name of Entity
               -----------------------------------------------------------------

By
    ----------------------------------     -------------------------------------
         (authorized signature)              (type or print name and capacity)

* Certificate MUST be signed by
  (1) at least one GENERAL PARTNER AND
  (2) each NEW GENERAL PARTNER OR
  (2) any duly authorized person.
The execution of the certificate constitutes an oath or affirmation under the
penalties of false swearing under Title 17-A, section 453.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                            101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MLPA-9 Rev. 4/16/2001               TEL. (207) 624-7740



                                                                   Exhibit 3.101

                                 STATE OF MAINE

                                     [LOGO]

                      DEPARTMENT OF THE SECRETARY OF STATE

     I, THE SECRETARY OF STATE OF MAINE, CERTIFY that according to the
provisions of the Constitution and Laws of the State of Maine, the Department of
the Secretary of State is the legal custodian of the Great Seal of the State of
Maine which is hereunto affixed and that the paper to which this is attached is
a true copy from the records of this Department.

[SEAL]

     IN TESTIMONY WHEREOF, I have caused the Great Seal of the State of Maine to
be hereunto affixed. Given under my hand at Augusta, Maine, June 17, 2002.


                                                 /s/ Dan Gwadosky
                                           ----------------------------
                                                   DAN GWADOSKY
                                                SECRETARY OF STATE



[LOGO]                                          File No. 19980957 D Pages 3
              DOMESTIC                          Fee Paid $  105.00
        BUSINESS CORPORATION                    DCN   1973291400016 ARTI
                                                -----------FILED--------------
           STATE OF MAINE                             11/25/1997

      ARTICLES OF INCORPORATION                   /s/ Nancy B. Kelleher
                                                ---------------------------
                                                  Deputy Secretary of State
    (Check box only if applicable)
/ / This is a professional service        A TRUE COPY WHEN ATTESTED BY SIGNATURE
    corporation formed pursuant to 13
    MRSA Chapter 22.                            ---------------------------
                                                 Deputy Secretary of State

                                                          1197330/000/00/008.000

Pursuant to 13-A MRSA Section 403, the undersigned, acting as incorporator(s) of
a corporation, adopt(s) the following Articles of Incorporation:

FIRST:    The name of the corporation is Pine Tree Waste Services of Maine, Inc.
          and its principal business location in Maine is Bangor, Maine
          ----------------------------------------------------------------------
                         (physical location - street (not P.O. Box), city ,state
                             and zip code)

SECOND:   The name of its Clerk, who must be a Maine resident, and the
          registered office shall be:

             Bruce A. Coggeshall
          ----------------------------------------------------------------------
                                           (name)
             One Monument Square, Portland, Maine 04101
          ----------------------------------------------------------------------
          (physical location - street (not P.O. Box), city, state and zip code)

          ----------------------------------------------------------------------
                          (mailing address if different from above)

   THIS FORM MUST BE ACCOMPANIED BY FORM MBCA-18A (ACCEPTANCE OF APPOINTMENT AS
CLERK Section 304.2-A.).

THIRD:    ("X" one box only)

  /X/ A.  1. The number of directors constituting the initial board of directors
             of the corporation is 3 (See Section 703.1.A.)

          2. If the initial directors have been selected, the names and
             addresses of the persons who are to serve as directors until the
             first annual meeting of the shareholders or until their successors
             are elected and shall qualify are:

                       NAME                                  ADDRESS

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

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

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

          3. The board of directors /X/ is / / is not authorized to increase or
             decrease the number of directors.

          4. If the board is so authorized, the minimum number, if any, shall be
             1 directors, (See Section 703.1.A.) and the maximum number, if any,
             shall be 7 directors.

  / / B. There shall be no directors initially; the shares of the corporation
         will not be sold to more than twenty (20) persons; the business of the
         corporation will be managed by the shareholders. (See Section 701.2.)



FOURTH:  ("X" one box only)

/X/  There shall be only one class of shares (title of class) Common Stock
     Par Value of each share (if none, so state) $.01 Number of shares
     authorized 100

/ /  There shall be two or more classes of shares. The information required by
     Section 403 concerning each such class is set out in Exhibit ___ attached
     hereto and made a part hereof.

                                     SUMMARY

The aggregate par value of all authorized shares (of all classes) HAVING A PAR
VALUE is $ 1.00

The total number of authorized shares (of all classes) WITHOUT PAR VALUE
is _______________ shares

FIFTH:    ("X" one box only) Meetings of the shareholders /X/ may / / may not be
          held outside of the State of Maine.

SIXTH:    ("X" if applicable) /X/ There are no preemptive rights.

SEVENTH:  Other provisions of these articles, if any, including provisions for
          the regulation of the internal affairs of the corporation, are set out
          in Exhibit _____ attached hereto and made a part hereof.

INCORPORATORS                             DATED November 24, 1997

/s/ Bruce A. Coggeshall                   Street 336 Ocean House Road
- ---------------------------------------         --------------------------------
            (signature)                               (residence address)

     Bruce A. Coggeshall                          Cape Elizabeth, ME 04107
- ---------------------------------------   --------------------------------------
       (type or print name)                      (city, state and zip code)

                                          Street
- ---------------------------------------         --------------------------------
            (signature)                               (residence address)

- ---------------------------------------   --------------------------------------
       (type or print name)                      (city, state and zip code)

                                          Street
- ---------------------------------------         --------------------------------
            (signature)                               (residence address)

- ---------------------------------------   --------------------------------------
       (type or print name)                      (city, state and zip code)

FOR CORPORATE INCORPORATORS*

Name of Corporate Incorporator
                               -------------------------------------------------

By                                        Street
  -------------------------------------         --------------------------------
        (signature of officer)                    (principal business location)

- ---------------------------------------   --------------------------------------
     (type or print name and capacity)             (city, state and zip code)


- --------------------------------------------------------------------------------
* ARTICLES ARE TO BE EXECUTED AS FOLLOWS:
If a corporation is an incorporator (Section 402), the name of the corporation
should be typed and signed on its behalf by an officer of the corporation. The
articles of incorporation must be accompanied by a certificate of an appropriate
officer of the corporation, not the person signing the articles, certifying that
the person executing the articles on behalf of the corporation was duly
authorized to do so.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-6 Rev. 9/97                    TEL. (207) 287-4195



                                     [LOGO]

                                    DOMESTIC
                              BUSINESS CORPORATION

                                 STATE OF MAINE

                            ACCEPTANCE OF APPOINTMENT
                                   AS CLERK OF

                     PINE TREE WASTE SERVICES OF MAINE, INC.
                     (name of domestic business corporation)

Pursuant to 13-A MRSA Section 304.2-A, the undersigned hereby accepts the
appointment as clerk for the above named domestic business corporation:

CLERK                                           DATED  November 24, 1997

/s/ Bruce A. Coggeshall                           Bruce A. Coggeshall
- ----------------------------------------        --------------------------------
            (signature)                              (type or print name)

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-18A 97                            TEL. (207) 287-4195



[LOGO]
                                            Filing Fee $20.00
   BUSINESS CORPORATION
                                            File No. 19961590 D Pages 1
      STATE OF MAINE                        FEE PAID $  20.00
                                            DCN   1973291400015 RESD
PROOF OF RESOLUTION ALLOWING                -----------FILED--------------
    USE OF SIMILAR NAME                           11/25/1997

                                                  /s/ Nancy B. Kelleher
                                                ---------------------------
                                                 Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

    Pine Tree Waste Inc.
- --------------------------------------
(Name of Corporation Allowing Similar Name)
                                            ----------------------------
                                              Deputy Secretary of State

                                                          1197330/000/00/007.000

Pursuant to 13-A MRSA Section 301.1.B., the undersigned corporation executes and
delivers for filing this proof of resolution:

FIRST:    The above-named corporation by such resolution hereby grants the use
          of the following similar name

            Pine Tree Waste Services of Maine, Inc.
          --------------------------------------------------------------------
          to Pine Tree Waste Services of Maine, Inc.
             -----------------------------------------------------------------
                                 (requestor of similar name)

SECOND:   ("X" one box only) The resolution was authorized by

               /X/ the board of  directors  OR   / / the shareholders, there
                                                     being no board of directors

THIRD:    The address of the registered office of the corporation allowing
          similar name in the State of Maine is

            14 Maine Street, Brunswick, Maine 04011
          ----------------------------------------------------------------------
                       (street, city, state and zip code)

DATED  November 21, 1997                    *By   /s/ Oscar Wilkins
                                                --------------------------------
                                                         (signature)

      MUST BE COMPLETED FOR VOTE                Oscar Wilkins, President and
           OF SHAREHOLDERS                       Director*/shareholder
- -------------------------------------        -----------------------------------
I certify that I have custody of the          (type or print name and capacity)
minutes showing the above action by
        the shareholders.

                                            *By   /s/ Gordon Hurtubise
                                                --------------------------------
                                                         (signature)

                                                Gordon Hurtubise, Vice President
                                                 and Director*/shareholder
                                             -----------------------------------

                                              (type or print name and capacity)
- -------------------------------------            * being a majority of the
  (signature of clerk, secretary or                Directors and shareholders
    asst. secretary)

- -------------------------------------------------------------------------------
* This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president and the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-15 Rev. 96                     TEL. (207) 287-4195



[LOGO]
                                           Minimum Fee $80 (See Section 401
                                                 sub-section 17)
               DOMESTIC
          BUSINESS CORPORATION                File No. 19980957 D PAGES 5
                                              File No. 19961590 D
             STATE OF MAINE                   Fee Paid $  80.00
                                              DCN   1973371600012 MERG
           ARTICLES OF MERGER                 -----------FILED--------------
                                                      12/03/1997

          Pine Tree Waste, Inc.                  /s/ Nancy B. Kelleher
- ------------------------------------------   ----------------------------
          (A Maine Corporation)                Deputy Secretary of State

                   INTO
                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE
  Pine Tree Waste Services of Maine, Inc.
- ------------------------------------------    ----------------------------
           (A Maine Corporation)               Deputy Secretary of State

                                                          1197338/000/00/052.000

Pursuant to 13-A MRSA Section 903, the board of directors of each participating
corporation approve and the undersigned corporations, adopt the following
Articles of Merger:

FIRST:    The plan of merger is set forth in Exhibit A attached hereto and made
          a part hereof.

SECOND:   As to each participating corporation, the shareholders of which voted
          on such plan of merger, the number of shares outstanding and the
          number of shares entitled to vote on such plan, and the number of such
          shares voted for and against the plan, are as follows:


         Name of            Number of Shares   Number of Shares     NUMBER         NUMBER
       Corporation            Outstanding      Entitled to Vote    Voted For    Voted Against
- -------------------------   ----------------   ----------------    ---------    -------------
                                                                        
Pine Tree Waste Services           100                100             100           0
  of Maine, Inc.
Pine Tree Waste, Inc.              100                100             100           0


THIRD:    If the shares of any class were entitled to vote as a class, the
          designation and number of the outstanding shares of each such class,
          and the number of shares of each such class voted for and against the
          plan, are as follows:


            Name of      Designation    Number of Shares      NUMBER         NUMBER
          Corporation      of Class        Outstanding       Voted For    Voted Against
          -----------    -----------    ----------------     ---------    -------------
                                                              


 (INCLUDE THE FOLLOWING PARAGRAPH IF THE MERGER WAS AUTHORIZED WITHOUT THE VOTE
   OF THE SHAREHOLDERS OF THE SURVIVING CORPORATION. OMIT IF NOT APPLICABLE.)

FOURTH:   The plan of merger was adopted by the participating corporation which
          is to become the surviving corporation in the merger without any vote
          of its shareholders, pursuant to section 902, subsection 5. The number
          of shares of each class outstanding immediately prior to the effective
          date of the merger, and the number of shares of each class to be
          issued or delivered pursuant to the plan of merger of the surviving
          corporation are set forth as follows:


                             Number of Shares Outstanding    Number of Shares to Be Issued
          Designation of    Immediately Prior to Effective   Or Delivered Pursuant to the
               Class                Date of Merger                     Merger
          --------------    ------------------------------   -----------------------------
                                                       




FIFTH:    The address of the registered office of the surviving corporation in
          the State of Maine is
            One Monument Square, Portland, Maine 04101
          ----------------------------------------------------------------------
                          (street, city, state and zip code)

          The address of the registered office of the merged corporation in the
          State of Maine is 14 Maine Street, Brunswick, Maine 04011
                            ----------------------------------------------------
                       (street, city, state and zip code)

SIXTH:    Effective date of the merger (if other than date of filing of
          Articles) is December 3, 1997

           (NOT TO EXCEED 60 DAYS FROM DATE OF FILING OF THE ARTICLES)

DATED December 3, 1997                   Pine Tree Waste Services of Maine, Inc.
                                         --------------------------------------
                                                   (surviving corporation)

         MUST BE COMPLETED FOR VOTE          *By  /s/ James W. Bohlig
               OF SHAREHOLDERS                    ------------------------------
                                                          (signature)

I certify that I have custody of the minutes      James  W. Bohlig, President
showing the above action by the shareholders.  ---------------------------------
                                               (type or print name and capacity)

Pine Tree Waste Services of Maine, Inc       *By  /s/ Bruce A. Coggeshall
- --------------------------------------            ------------------------------
         (name of corporation)                            (signature)

      /s/ Bruce A. Coggeshall                     Bruce A. Coggeshall, Clerk
- ------------------------------------------     ---------------------------------
  (signature of clerk, secretary or asst.      (type or print name and capacity)
               secretary)

     Bruce A. Coggeshall, Clerk

DATED December 3, 1997                           Pine Tree Waste, Inc.
      -----------------------                  ---------------------------------
                                                     (merged corporation)

         MUST BE COMPLETED FOR VOTE          *By  /s/ Oscar M. Wilkins
               OF SHAREHOLDERS                    ------------------------------
                                                          (signature)

I certify that I have custody of the minutes      Oscar M. Wilkins, President
showing the above action by the shareholders.  ---------------------------------
                                               (type or print name and capacity)

Pine Tree Waste, Inc.                        *By  /s/ John Moncure
- --------------------------------------            ------------------------------
        (name of corporation)                             (signature)

            /s/ John Moncure                         John Moncure, Clerk
- ------------------------------------------     ---------------------------------
  (signature of clerk, secretary or asst.      (type or print name and capacity)
                secretary)

   John Moncure, Clerk

- -------------------------------------------------------------------------------
* This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                                 TEL. (207) 287-4195
FORM NO. MBCA-10 Rev. 96



                                                                  EXECUTION COPY

                            JOINT PLAN OF MERGER AND
                           AGREEMENT OF MERGER BETWEEN
                            PINE TREE WASTE, INC. AND
                     PINE TREE WASTE SERVICES OF MAINE, INC.
                  WITH PINE TREE WASTE SERVICES OF MAINE, INC.
                            AS SURVIVING CORPORATION

          WHEREAS, PINE TREE WASTE SERVICES OF MAINE, INC., hereinafter called
"PTW-ME" or the surviving corporation, is a Maine corporation, with its
principal place of business at 1 Freedom Park, Bangor, Maine 04401 is authorized
to issue one hundred shares (100) shares of common stock having a par value of
one cent ($.01), of which one hundred (100) shares are outstanding and are
legally owned by Casella Waste Systems, Inc., a Delaware Corporation with a
principal place of business at 25 Greens Hill Lane, Rutland, Vermont 05702; and

          WHEREAS, PINE TREE WASTE, INC. hereinafter called "PTW", is a Maine
corporation, with its principal place of business at 33 Rigby Road, South
Portland, Maine 04116; and is authorized to issue two thousand (2,000) shares of
common stock having no par value, of which 100 shares are outstanding and are
legally owned by Gordon L. Hurtubise (45 shares), Oscar M. Wilkins (45 shares)
and William H. Hoops (10 shares); and

          WHEREAS, it is desirable for the benefit of both corporations and
their shareholders that the properties, businesses and assets and liabilities of
the two corporations be combined into one surviving corporation, which shall be
PTW-ME.

          NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the corporations hereto, in accordance with the
applicable provisions of the laws of the State of Maine (13-A M.R.S.A. 903) and
by the written consent of their respective shareholders, do hereby agree as
follows:

          1.   PTW shall merge with and into PTW-ME and PTW-ME does hereby merge
PTW with and into itself. On and after the effective date of this contemplated
merger:

          (a)  PTW-ME shall be the surviving corporation and shall continue to
exist as a domestic corporation under the laws of the State of Maine, with all
of the rights and obligations of such surviving domestic corporation as provided
by the Maine Business Corporation Law.

          (b)  PTW, pursuant to the Maine Business Corporation Law shall cease
to exist (except as otherwise provided for specific purposes in such law) and
its property shall become the property of PTW-ME as the surviving corporation.



                                                                  EXECUTION COPY

          2.   The Articles of Incorporation, and the Bylaws of PTW-ME shall
continue as the Articles of Incorporation and Bylaws of the surviving
corporation.

          3.   The Directors of PTW-ME effective as of the filing of this
Agreement shall be:

               John W. Casella
               James W. Bohlig
               Douglas R. Casella
               Gordon L. Hurtubise
               Oscar M. Wilkins

          4.   The common shares of PTW outstanding on the effective date of the
merger shall thereupon, without further action, become null and void, and all
PTW Shareholders shall be paid an equivalent value in shares of common stock of
Casella Waste Systems, Inc., the parent corporation of PTW-ME, without the
issuance or exchange of new shares or share certificates, pursuant to the terms
and conditions set forth in the Agreement and Plan of Reorganization of Casella
Waste Systems, Inc., Sawyer Environmental Services, PTW-ME, PTW, Gordon L.
Hurtubise, Oscar M. Wilkins, and William H. Hoops dated as of December 1, 1997.

          5.   All authorized and outstanding shares of PTW, such shares being
owned in their entirety by Gordon L. Hurtubise, Oscar M. Wilkins, and William
H. Hoops, and all rights in respect thereof, shall be canceled forthwith on the
effective date of the merger, and the certificates representing such shares
shall be surrendered and canceled.

          6.   This Plan and Agreement of Merger shall be submitted to the
Directors of PTW for approval as required by the laws of the State of Maine. If
and when such required approval is obtained, the proper officers of each
corporation shall and are hereby authorized and directed to perform all such
further acts and execute and deliver to the proper authorities for filing all
documents, as the same may be necessary or proper to render effective the merger
contemplated by this Plan and Agreement.

          7.   Notwithstanding any of the provisions of this Plan and Agreement,
the Directors of PTW and PTW-ME at any time prior to the effective date of the
merger herein contemplated, and for any reason each Board may deem sufficient
and proper in their own discretion, shall have the power and authority to
abandon and refrain from making effective the contemplated merger as set forth
herein; in which case this Plan and Agreement shall thereby be canceled and
become null and void.

                                        2


                                                                  EXECUTION COPY

          8.   This Plan and Agreement of Merger shall be effective on
December 3, 1997 or at such time as Articles of Merger are prepared and filed
with the office of the Secretary of State pursuant to the provisions of Section
905 of Title 13(a) M.R.S.A., whichever shall occur later.

          IN WITNESS WHEREOF, PTW and PTW-ME have caused this Agreement to be
executed in their corporate names by their respective corporate officers,
hereunto duly authorized, this 1st day of December, 1997.

WITNESS:                                    PINE TREE WASTE, INC.


/s/ [ILLEGIBLE]                             By: /s/ Oscar M. Wilkins
- --------------------------------               ---------------------------------
                                            Name: Oscar M. Wilkins
                                            Title: Its President
                                            Hereunto Duly Authorized


WITNESS:                                    PINE TREE WASTE
                                            SERVICES OF MAINE, INC.

/s/ [ILLEGIBLE]                             By: /s/ James W. Bohlig
- --------------------------------               ---------------------------------
                                            Name: James W. Bohlig
                                            Title: Its President
                                            Hereunto Duly Authorized



[LOGO]


                                       Minimum Fee $35 (See Section 1401

               DOMESTIC                  sub-Section 15)
         BUSINESS CORPORATION            File No. 19980957 D Pages 3
                                         Fee Paid $ 35.00
            STATE OF MAINE               DCN 1973371600013 LNME
                                         -----------FILED----------
                                               12/03/1997
         ARTICLES OF AMENDMENT
                                                 /s/ Nancy B. Kelleher
  (Shareholders Voting as One Class)          ---------------------------
                                               Deputy Secretary of State

                                                          1197338/000/00/053.000

                                         A TRUE COPY WHEN ATTESTED BY SIGNATURE

Pine Tree Waste Services of Maine, Inc.
- ---------------------------------------        -------------------------
         (Name of Corporation)                 Deputy Secretary of State

Pursuant to 13-A MRSA SECTIONS 805 and 807, the undersigned corporation adopts
these Articles of Amendment:


FIRST:    All outstanding shares were entitled to vote on the following
          amendment as ONE class.

SECOND:   The amendment set out in Exhibit A attached was adopted by the
          shareholders on (date) December 3, 1997
          ("X" one box only)

            / / as a meeting legally called and held  OR /X/ by unanimous
                                                             written consent

THIRD:    Shares outstanding and entitled to vote and shares voted for and
          against said amendment were:



              Number of Shares Outstanding      NUMBER         NUMBER
                  and Entitled to Vote         Voted For    Voted Against
              ----------------------------     ---------    -------------
                                                            
                          100                     100             0


FOURTH:   If such amendment provides for exchange, reclassification or
          cancellation of issued shares, the manner in which this shall be
          effected is contained in Exhibit B attached if it is not set forth in
          the amendment itself.

FIFTH:    If the amendment changes the number or par values of authorized
          shares, the number of shares the corporation has authority to issue
          thereafter, is as follows:



              Class     Series (If Any)    Number of Shares   Par Value (If Any)
            --------  ------------------  ------------------  ------------------
                                                     



          The aggregate par value of all such shares (of all classes and series)
          HAVING PAR VALUE is $_____________________

          The total number of all such shares (of all classes and series)
          WITHOUT PAR VALUE is_______________________shares



SIXTH:    The address of the registered office of the corporation in the
          State of Maine is One Monument Square, Portland, Maine 04101
                            ----------------------------------------------------
                                 (street, city, state and zip code)

                                         Pine Tree Waste Services of Maine, Inc.

DATED December 3, 1997                   *By: /s/ James W. Bohlig
      ----------------------                 ----------------------------------
                                                       (signature)

         MUST BE COMPLETED FOR VOTE          James W. Bohlig, President
              OF SHAREHOLDERS                -----------------------------------
                                             (type or print name and capacity)

  I certify that I have custody of the   *By: /s/ Bruce A. Coggeshall
minutes showing the above action by the      -----------------------------------
             shareholders.                              (signature)

                                             Bruce A. Coggeshall, Clerk
                                             -----------------------------------
                                             (type or print name and capacity)
 /s/ Bruce A. Coggeshall
- --------------------------------------
 (signature of clerk, secretary or
        asst. secretary)
   Bruce. A. Coggeshall, Clerk

NOTE:    This form should not be used if any class of shares is entitled to
         vote as a separate class for any of the reasons set out in Section 806,
         or because the articles to provide. For vote necessary for adoption
         see Section 805.

- -------------------------------------------------------------------------------
* This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                                 TEL. (207) 287-4195

FORM NO. MBCA-9 Rev.96



                                    EXHIBIT A

          In accordance with Title 13-A, M.R.S.A., Section 620(2), and 13-A,
M.R.S.A., Section 805(5), John W. Casella, President, Secretary and Treasurer of
Casella Waste Systems, Inc., being the sole shareholder of Pine Tree Waste
Services of Maine, Inc. and being the sole owner of all outstanding shares and
entitled to vote thereon, consent to the change of Articles of Incorporation by
amendment thereto changing the name of the corporation from Pine Tree Waste
Services of Maine, Inc. to Pine Tree Waste, Inc. effective as of December 3,
1997.

          John W. Casella as President, Secretary and Treasurer of Casella Waste
Systems, Inc. hereby authorizes the filing of this consent as part of the
corporate records with the Clerk of the Corporation and with the Secretary of
State, Corporation Division, for the State of Maine.

Dated:  November 28, 1997                         CASELLA WASTE SYSTEMS, INC.

                                                  BY:  /s/ John W. Casella
                                                     ---------------------------
                                                     John W. Casella,
                                                     President, Secretary and
                                                     Treasurer, Duly Authorized



                                        Filing Fee $20.00
                                          File No. 19972560 D Pages 1
           BUSINESS CORPORATION           Fee Paid $ 20
                                          DCN 2000191400002 RESO
              STATE OF MAINE              --------FILED-----------
                                                01/11/2000

       PROOF OF RESOLUTION ALLOWING
            USE OF SIMILAR NAME                    /s/ Julie L. Flynn
                                               ---------------------------
                                                Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

 EQUIPTECH LIQUIDATING, INC.
- -------------------------------------
(Name of Corporation Allowing Similar
                 Name)
                                                -------------------------
                                                Deputy Secretary of State

Pursuant to 13-A MRSA Section 301.1.B., the undersigned corporation executes and
delivers for filing this proof of resolution:

FIRST:    The above-named corporation by such resolution hereby grants the use
          of the following similar name

                      Equiptech
          ----------------------------------------------------------------------
          to          Pine Tree Waste, Inc.
            --------------------------------------------------------------------
                           (requestor of similar name)

SECOND:   ("X" one box only) The resolution was authorized by

          /X/ the board of directors OR   / / the shareholders, there being no
                                              board of directors

THIRD:    The address of the registered office of the corporation allowing
          similar name in the State of Maine is

           113 Anthoine St. South Portland ME 04106
          ----------------------------------------------------------------------
                       (street, city, state and zip code)

DATED November 1, 1999                       *By /s/ Bernadette A. Bolduc
      -------------------------             ------------------------------------
      MUST BE COMPLETED FOR VOTE                      (signature)
           OF SHAREHOLDERS

I certify that I have custody of the        Bernadette A. Bolduc, Clerk
  minutes showing the above action          ------------------------------------
         by the shareholders.                (type or print name and capacity)

   /s/ Bernadette A. Boldue               By
- ---------------------------------           ------------------------------------
(signature of clerk, secretary or                     (signature)
          asst. secretary)

                                            ------------------------------------
                                             (type or print name and capacity)

- -------------------------------------------------------------------------------
* This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                                 TEL. (207) 287-4195
FORM NO. MBCA-15 Rev.96



[LOGO]

                                        Filing Fee $105.00
            BUSINESS CORPORATION           File No. 19980957 D Pages 2
                                           Fee Paid $ 105
                                           DCN  2000191400003  ANME
                                           --------FILED-------------
               STATE OF MAINE                   01/11/2000


           STATEMENT OF INTENTION                   /s/ Julie L. Flynn
               TO DO BUSINESS                   ---------------------------
           UNDER AN ASSUMED NAME                 Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE
           PINE TREE WASTE, INC.,
       ------------------------------            -------------------------
           (Name of Corporation)                 Deputy Secretary of State

Pursuant to 13-A MRSA Section 307, the undersigned, a corporation(incorporated
under the laws of the State of Maine), gives notice of its intention to do
business in this state under an assumed name.

FIRST:    The corporation intends to transact business under the assumed name of
          Equiptech
          ----------------------------------------------------------------------


                      COMPLETE THE FOLLOWING IF APPLICABLE

SECOND:   If such assumed name is to be used at fewer than all of the
          corporation's places of business in this State, the location(s) where
          it will be used is (are):

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

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

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

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

THIRD:    The address of the registered office of the corporation in the State
          of Maine is One Monument Square, Portland, Maine 04101
                      ----------------------------------------------------------
                       (street, city, state and zip code)



DATED: January 10, 2000                     *By   /s/ Bruce A. Coggeshall
       -----------------------                 ---------------------------------
                                                          (signature)

                                                  Bruce A. Coggeshall, Clerk
                                               ---------------------------------
                                               (type or print name and capacity)

                                            *By
                                               ---------------------------------
                                                          (signature)

                                               ---------------------------------
                                               (type or print name and capacity)

- --------------------------------------------------------------------------------
* This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                                TEL. (207) 287-4195
FORM NO. MBCA-5 Rev.96



                                            Filling Fee $20.00
       BUSINESS CORPORATION                    File No. 19930578 D Pages 1
                                               Fee Paid $ 20
                                               DCN    2000191400008  RES0
                                               -----------FILED----------
          STATE OF MAINE                            01/11/2000


    PROOF OF RESOLUTION ALLOWING                 /s/ Julie L. Flynn
        USE OF SIMILAR NAME                    ---------------------------
                                                Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE
    Great Northern Recycling, Inc.
- ------------------------------------
   (Name of Corporation Allowing
           Similar Name)
                                                 -------------------------
                                                 Deputy Secretary of State

Pursuant to 13-A MRSA Section 301.1.B., the undersigned corporation executes and
delivers for filing this proof of resolution:

FIRST:    The above-named corporation by such resolution hereby grants the use
          of the following similar name

            Great Northern Recycling
          ----------------------------------------------------------------------
          to Pine Tree Waste, Inc.
            --------------------------------------------------------------------
                           (requestor of similar name)

SECOND:   ("X" one box only) The resolution was authorized by

             /X/ the board of directors  OR  / / the shareholders, there being
                                                 no board of directors

THIRD:    The address of the registered office of the corporation allowing
          similar name in the State of Maine is

          PO Box 219 40 Elm Street, Mechanic Falls, Maine 04256
          ----------------------------------------------------------------------
                       (street, city, state and zip code)

DATED November 1,1999                       *By
                                               ---------------------------------
                                                         (signature)

   MUST BE COMPLETED FOR VOTE                  Bernadette A. Bolduc, Clerk
        OF SHAREHOLDERS                        ---------------------------------
                                               (type or print name and capacity)

I certify that I have custody of the        *By  /s/ Bernadette A. Bolduc
minutes showing the above action by            ---------------------------------
the shareholders.                                        (signature)

                                               ---------------------------------
     /s/ Bernadette A. Bolduc                  (type or print name and capacity)
- -------------------------------------
 (signature of secretary or asst
             secretary)

- -------------------------------------------------------------------------------
* This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                                TEL. (207) 287-4195
FORM NO. MBCA-15 Rev.96



[LOGO]
                                        Filling Fee $105.00
        BUSINESS CORPORATION                File No. 19980957 D Pages 2
                                            Fee Paid $ 105
                                            DCN  2000191400010  ANME
                                            ---------FILED----------
           STATE OF MAINE                        01/11/2000


       STATEMENT OF INTENTION                      /s/ Julie L. Flynn
           TO DO BUSINESS                      ---------------------------
        UNDER AN ASSUMED NAME                   Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE
       PINE TREE WASTE, INC.,
- -------------------------------------           -------------------------
        (Name of Corporation)                   Deputy Secretary of State

Pursuant to 13-A MRSA Section 307, the undersigned, a corporation(incorporated
under the laws of the State of Maine), gives notice of its intention to do
business in this State under an assumed name.

FIRST:    The corporation intends to transact business under the assumed name of
          Great Northern Recycling
          ----------------------------------------------------------------------

                      COMPLETE THE FOLLOWING IF APPLICABLE

SECOND:   If such assumed name is to be used at fewer than all of the
          corporation's places of business in this State, the location(s) where
          it will be used is (are):

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

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

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

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

THIRD:    The address of the registered office of the corporation in the State
          of Maine is

             One Monument Square, Portland, Maine 04101
          ----------------------------------------------------------------------
                       (street, city, state and zip code)



DATED: January 10,2000                    *By  /s/ Bruce A. Coggeshall
       -------------------------             -----------------------------------
                                                        (signature)

                                               Bruce A. Coggeshall, Clerk
                                             -----------------------------------
                                              (type or print name and capacity)

                                          *By:
                                             -----------------------------------
                                                        (signature)

                                             -----------------------------------
                                              (type or print name and capacity)

- --------------------------------------------------------------------------------
* This document MUST be signed by (1) the CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                                TEL. (207) 287-4195
FORM NO. MBCA-5 Rev.96



                 DOMESTIC                  Filing Fee $20.00
            BUSINESS CORPORATION               File No. 19980957 D Pages 2
                                               Fee Paid $ 20
                                               DCN  2010601400014 CLRO
                                               ---------FILED---------
               STATE OF MAINE                       02/27/2001


       CHANGE OF CLERK ONLY OR CHANGE                 /s/ Julie L. Flynn
       OF CLERK AND REGISTERED OFFICE             ---------------------------
                                                   Deputy Secretary of State

                                          A True Copy When Attested By Signature
            Pine Tree Waste, Inc.
- ----------------------------------------       ---------------------------------
            (Name of Corporation)                  Deputy Secretary of State

Pursuant to 13-A MRSA Section 304, the undersigned corporation executes and
delivers for filing the following change(s):

FIRST:    The named and registered office of the clerk appearing on the record
          in the Secretary of State's office:

          Bruce Coggeshall
          ----------------------------------------------------------------------
                                     (name)

          One Monument Square, Portland, Maine 04101
          ----------------------------------------------------------------------
                       (street, city, state and zip code)

SECOND:   The name and registered office of the successor (new) clerk, who must
          be a Maine resident:

                                Peter B. Webster
          ----------------------------------------------------------------------
                                       (name)

                   One Portland Square, Portland, Maine 04101
          ----------------------------------------------------------------------
           (physical location - street(not P.O. Box), city, state and zip code)

          ----------------------------------------------------------------------
                       (mailing address if different from above)

THIRD:    Upon a change in clerk this must be completed:

                  /X/    Such change was authorized by the board of
                         directors and the power to make such change is
                         not reserved to the shareholders by the
                         articles or the bylaws.

                  / /    Such change was authorized by the shareholders.



DATED 2-15-01                                  *By: /s/ Jerry S. Cifor
      ----------------                             -----------------------------
                                                           (Signature)

     MUST BE COMPLETED FOR VOTE                Jerry S. Cifor, Vice President.
         OF SHAREHOLDERS                       ---------------------------------
                                               (type or print name and capacity)
  I certify that I have custody of the
   minutes showing the above action by         *By: /s/ John W. Casella
             the shareholders                      -----------------------------
                                                           (signature)

                                               John W. Casella Secretary
  ------------------------------------         ---------------------------------
                                               (type or print name and capacity)

THE FOLLOWING SHALL BE COMPLETED BY THE CLERK UNLESS THIS DOCUMENT IS
ACCOMPANIED BY FORM MBCA-18A (Section 304.2-A.).

The undersigned hereby accepts the appointment as clerk for the above named
domestic business corporation.

CLERK                                          DATED 2/26/01
                                                    -----------------

/s/ Peter B. Webster                             Peter B. Webster
- ----------------------------------             ---------------------------
         (signature)                               (type or print name)

- -------------------------------------------------------------------------------
* This document MUST be signed by (1) the NEW CLERK OR (2) the PRESIDENT or a
vice-president AND the SECRETARY or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of the DIRECTORS or such directors as may
be designated by a majority of directors then in office OR (4) if there are no
such directors, then the HOLDERS, or such of them as may be designated by the
holders, OF RECORD OF A MAJORITY OF ALL OUTSTANDING SHARES entitled to vote
thereon OR (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES of the corporation.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                                TEL. (207) 287-4195
FORM NO. MBCA-3 Rev. 9/97


                                       Minimum Fee $80 (See Section 1401
                                       sub-Section 17)

             DOMESTIC                     File No. 19980957 D Pages 4
       BUSINESS CORPORATION               File No. 19860058 D
                                          Fee Paid $ 80
          STATE OF MAINE                  DCN  2011091500018  MERG
                                          --------FILED--------EFFECTIVE--------
        ARTICLES OF MERGER                    04/19/2001      04/19/2001

                                                     /s/ Julie L. Flynn
                                                ---------------------------
  Sawyer Environmental Services                  Deputy Secretary of State
- --------------------------------------
         (A Maine Corporation)
                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

                  INTO
                                                 -------------------------
  Pine Tree Waste, Inc.                          Deputy Secretary of State
- --------------------------------------
         (A Maine Corporation)

Pursuant to 13-A MRSA Section 903, the board of directors of each participating
corporation approve and the undersigned corporations, adopt the following
Articles of Merger:

FIRST:    The plan of merger is set forth in Exhibit A attached hereto and made
          a part hereof.

SECOND:   As to each participating corporation, the shareholders of which voted
          on such plan of merger, the number of shares outstanding and the
          number of shares entitled to vote on such plan, and the number of such
          shares voted for and against the plan, are as follows:


            Name of                      Number of Shares    Number of Shares      NUMBER          NUMBER
          Corporation                      Outstanding       Entitled to Vote     Voted for     Voted Against
          -----------                    ----------------    ----------------     ---------     -------------
                                                                                        
          Sawyer Environmental Services        331                 331                331           -0-

          Pine Tree Waste, Inc.                100                 100                100           -0-


THIRD:    If the shares of any class were entitled to vote as a class, the
          designation and number of the outstanding shares of each such class,
          and the number of shares of each class voted for and against the plan,
          are as follows:


              Name of         Designation      Number of Shares       NUMBER           NUMBER
            Corporation        of Class          Outstanding         Voted For      Voted Against
            -----------       -----------      ----------------      ---------      -------------
                                                                        


INCLUDE THE FOLLOWING PARAGRAPH IF THE MERGER WAS AUTHORIZED WITHOUT THE VOTE OF
    THE SHAREHOLDERS OF THE SURVIVING CORPORATION. OMIT IF NOT APPLICABLE.)

FOURTH:   The plan of merger was adopted by the participating corporation which
          is to become the surviving corporation in the merger without any vote
          of its shareholders, pursuant to Section 902, subsection 5. The
          number of shares of each class outstanding immediately prior to the
          effective date of the merger, and the number of shares of each class
          to be issued or delivered pursuant to the plan of merger of the
          surviving corporation are set forth as follows:


                                            Number of Shares Outstanding          Number of Shares to Be Issued
           Designation                     Immediately Prior to Effective          Or Delivered Pursuant to the
            of Class                               Date of Merger                              Merger
           -----------                     ------------------------------         -----------------------------
                                                                            




FIFTH:    The address of the registered office of the surviving corporation in
          the State of Maine is

          CT Corporation System, One Portland Square, Portland, Maine 04101
          ----------------------------------------------------------------------
                         (street, city, state and zip code)

          The address of the registered office of the merged corporation in the
          State of Maine is

          One Monument Square, Portland, Maine 04101
          ----------------------------------------------------------------------
                          (street, city, state and zip code)

SIXTH:    Effective date of the merger (if other than date of filing of
          Articles) is_______________________________

            (NOT TO EXCEED 60 DAYS FROM DATE FILING OF THE ARTICLES)

DATED April 6,2001                          Pine Tree Waste Inc.
      ---------------------                 ------------------------------------
                                                  (surviving corporation)

                                            *By /s/ James W. Bohlig
                                               ---------------------------------
    MUST BE COMPLETED FOR VOTE                           (signature)
         OF SHAREHOLDERS
                                            James W. Bohlig, President
 I certify that I have custody of the       ------------------------------------
   minutes showing the above action by       (type or print name and capacity)
           the shareholders.

Pine Tree Waste, Inc                        *By /s/ John W. Casella
- -----------------------------------            ---------------------------------
       (name of corporation)                             (signature)

   /s/ John W. Casella                      John W. Casella, Secretary
- -----------------------------------         ------------------------------------
(Signature of clerk, secretary or            (type or print name and capacity)
           asst. secretary)


DATED April 6, 2001                         Sawyer Environmental Services
      -----------------------------         ------------------------------------
                                                  (merged corporation)

                                            *By /s/ James W. Bohlig
                                               ---------------------------------
    MUST BE COMPLETED FOR VOTE                           (signature)
         OF SHAREHOLDERS

 I certify that I have custody of the       James W. Bohlig, President
  minutes showing the above action by       ------------------------------------
            the shareholders.                (type or print name and capacity)

Sawyer Environmental Services               *By /s/ John W. Casella
- -----------------------------------            ---------------------------------
    (name of corporation)                                (signature)

    /s/ John W. Casella                     John W. Casella, Secretary
- ---------------------------------           ------------------------------------
 (Signature of clerk secretary or asst.      (type or print name and capacity)
              secretary)
- -------------------------------------------------------------------------------
* This document MUST be signed by
    (1) the CLERK OR
    (2) the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't.
        Sec., or a 2nd certifying officer OR
    (3) if no such officers, then a majority of the DIRECTORS OR
    (4) if no such directors, then the HOLDERS OF A MAJORITY OF ALL OUT STANDING
        SHARES OR
    (5) the HOLDERS OF ALL OF THE OUTSTANDING SHARES.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                                TEL. (207) 287-4195
FORM NO. MBCA-10 Rev. 7/2000


                                                                       EXHIBIT A

                            JOINT PLAN OF MERGER AND
                           AGREEMENT OF MERGER BETWEEN
                          SAWYER ENVIRONMENTAL SERVICES
                                       AND
                              PINE TREE WASTE, INC
                           WITH PINE TREE WASTE, INC.
                            AS SURVIVING CORPORATION

     WHEREAS, PINE TREE WASTE, INC., hereinafter called "Pine Tree" or the
surviving corporation, is a Maine corporation, with its principal place of
business at South Portland, Maine, is authorized to issue one hundred (100)
shares of common stock having a par value of one cent ($.01), of which one
hundred (100) shares are outstanding and are legally owned by Casella Waste
Systems, Inc., a Delaware corporation with a principal place of business at 25
Greens Hill Lane, Rutland, Vermont 05701; and

     WHEREAS, SAWYER ENVIRONMENTAL SERVICES, hereinafter called "Sawyer", is a
Maine corporation, with its principal place of business at Bangor, Maine, is
authorized to issue ten thousand (10,000) shares having no par value, of which
three hundred thirty-one (331) shares are outstanding and are legally owned by
Casella Waste Systems, Inc., a Delaware corporation with a principal place of
business at 25 Greens Hill Lane, Rutland, Vermont 05701; and

     WHEREAS, it is desirable for the benefit of both corporations and their
shareholder that the properties, businesses, assets and liabilities of the two
corporations be combined into one surviving corporation, which shall be Pine
Tree.

     NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the corporations hereto, in accordance with the applicable
provisions of the laws of the State of Maine (13-A.M.R.S.A. 903) and by the
written consent of their respective shareholders, do hereby agree as follows:

     1.   Sawyer shall merge with and into Pine Tree and Pine Tree does hereby
merge Sawyer with and into itself. On and after the effective date of this
contemplated merger:

          (a)  Pine Tree shall be the surviving corporation and shall continue
to exist as a domestic corporation under the laws of the State of Maine, with
all of the rights and obligations of such surviving domestic corporation as
provided by the Maine Business Corporation Law.

          (b)  Sawyer, pursuant to the Maine Business Corporation Law, shall
cease to exist (except as otherwise provided for specific purposes in such law)
and its property shall become the property of Pine Tree as the surviving
corporation.

     2.   The Articles of Incorporation and the Bylaws of Pine Tree shall
continue as the Articles of Incorporation and Bylaws of the surviving
corporation.

     3.   The Directors of Pine Tree effective as of the filing of this
Agreement shall be:

                                        1


                         John W. Casella
                         Douglas R. Casella
                         James W. Bohlig
                         James M. Hiltner

     4.   All authorized and outstanding shares of Sawyer, such shares being
owned in their entirety by Casella Waste Systems, Inc., and all rights in
respect thereof, shall be canceled forthwith on the effective date of the
merger, and the certificates representing such shares shall be surrendered and
canceled.

     5.   This Plan and Agreement of Merger shall be submitted to the Directors
of Sawyer for approval as required by the laws of the State of Maine. If and
when such required approval is obtained, the proper officers of each corporation
shall and are hereby authorized and directed to perform all such further acts
and execute and deliver to the proper authorities for filing all documents, as
the same may be necessary or proper to render effective the merger contemplated
by this Plan and Agreement.

     6.   Notwithstanding any of the provisions of this Plan and Agreement, the
Directors of Sawyer and Pine Tree at any time prior to the effective date of the
merger herein contemplated, and for any reason each Board may deem sufficient
and proper in their own discretion, shall have the power and authority to
abandon and refrain from making effective the contemplated merger as set forth
herein; in which case this Plan and Agreement shall thereby be canceled and
become null and void.

     7.   This Plan and Agreement of Merger shall be effective on the date the
Articles of Merger are prepared and filed with the office of the Secretary of
State pursuant to the provisions of Section 905 of Title 13-A M.R.S.A.,
whichever shall occur later.

     IN WITNESS WHEREOF, Sawyer and Pine Tree have caused this Agreement to be
executed in their corporate names by their respective corporate officers,
hereunto duly authorized, this 5th day of April, 2001.

WITNESS:                                     SAWYER ENVIRONMENTAL SERVICES

/s/ [ILLEGIBLE]                         By:  /s/ James W. Bohlig
- -------------------------                    -----------------------------------
                                             James W. Bohlig, President and Duly
                                             Authorized Agent

WITNESS:                                     PINE TREE WASTE, INC.

/s/ [ILLEGIBLE]                         By:  /s/ James W. Bohlig
- -------------------------                    -----------------------------------
                                             James W. Bohlig, President and Duly
                                             Authorized Agent

                                        2


                                             Filing fee $105.00
     BUSINESS CORPORATION                            File no. 19980957 D Pages 2
                                                     Fee paid $ 105
                                                     DCN      2012601500034 ANME
                                                     ------FILED----------------
        STATE OF MAINE                                 09/11/2001


    STATEMENT OF INTENTION                          /s/ Julie L. Flynn
        TO DO BUSINESS                           -------------------------
    UNDER AN ASSUMED NAME                        Deputy Secretary of State

                                          A True Copy When Attested by Signature

     Pine Tree Waste, Inc.
- ---------------------------------                -------------------------
     (Name of Corporation)                       Deputy Secretary of State


Pursuant to 13-A MRSA Section 307, the undersigned, a corporation (incorporated
under the laws of the State of Maine), (incorporated under the laws of the
State of ____________________________, and authorized to do business in Maine),
gives notice of its intention to do business in this State under an assumed
name.

FIRST:    The Corporation intends to transact business under the assumed name of
          Ellsworth Disposal


                      COMPLETE THE FOLLOWING IF APPLICABLE

SECOND:   If such assumed name is to be used at fewer than all of the
          corporation's places of business in this State, the location(s) where
          it will be used is (are):

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

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

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

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

THIRD:    The address of the registered office of the corporation in the State
          of Maine is Peter Webster One Portland Square, Portland, ME 04101
                                    --------------------------------------------
                                     (street, city, state and zip code)



DATED 9-7-01                            *By /s/ John W. Casella
                                            ------------------------------------
                                                      (signature)

                                            John W. Casella, Vice President
                                            ------------------------------------
                                          (type or print name and capacity)

                                        *By /s/ Richard A. Norris
                                            ------------------------------------
                                                      (signature)

                                            Richard A. Norris, Treasurer
                                            ------------------------------------
                                             (type or print name and capacity)


- -------------------------------------------------------------------------------
* If this is a domestic corporation, this document MUST be signed by
     (1)  the CLERK OR
     (2)  the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't.
          sec., or a 2nd certifying officer OR
     (3)  if no such officers, then a majority of the DIRECTORS OR
     (4)  if no such directors, then the HOLDERS OF A MAJORITY OF ALL
          OUTSTANDING SHARES OR
     (5)  the HOLDERS OF ALL OF THE OUTSTANDING SHARES.
* If this is a foreign corporation, this document MUST be signed by any duly
authorized individual.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                                TEL. (207) 624-7740
FORM NO. MBCA-5 Rev. 4/16/2001



                                             Filing Fee $105.00
                                                     File no. 19980957 D Pages 2
     BUSINESS CORPORATION                            Fee paid $ 105
                                                     DCN      2012601500035 ANME
                                                     ------FILED----------------
        STATE OF MAINE                                 09/11/2001


    STATEMENT OF INTENTION                       /s/  Julie L. Flynn
        TO DO BUSINESS                           -------------------------
    UNDER AN ASSUMED NAME                        Deputy Secretary of State

                                          A True Copy When Attested By Signature

     Pine Tree Waste, Inc.
- ---------------------------------                -------------------------
     (Name of Corporation)                       Deputy Secretary of State


Pursuant to 13-A MRSA Section 307, the undersigned, corporation (incorporated
under the laws of the State of Maine), (incorporated under the laws of the
State of ____________________________, and authorized to do business in Maine),
gives notice of its intention to do business in this State under an assumed
name.

FIRST:    The corporation intends to transact business under the assumed name of
          Enviropac

                      COMPLETE THE FOLLOWING IF APPLICABLE

SECOND:   If such assumed name is to be used at fewer than all of the
          corporation's places of business in this State, the location(s) where
          it will be used is (are):

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

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

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

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

THIRD:    The address of the registered office of the corporation in the State
          of Maine is Peter Webster
          One Portland Square, Portland, ME 04101
          ----------------------------------------------------------------------
                           (street, city, state and zip code)



DATED 9-7-01                            *By /s/ John W. Casella
                                            ------------------------------------
                                                     (signature)

                                            John W. Casella, Vice President
                                            ------------------------------------
                                            (type or print name and capacity)

                                        *By /s/ Richard A. Norris
                                            ------------------------------------
                                                     (signature)

                                            Richard A. Norris, Treasurer
                                            ------------------------------------
                                             (type or print name and capacity)


- --------------------------------------------------------------------------------
* If this is a domestic corporation, this document MUST be signed by
     (1)  the CLERK OR
     (2)  the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't.
          sec., or a 2nd certifying officer OR
     (3)  if no such officers, then a majority of the DIRECTORS OR
     (4)  if no such directors, then the HOLDERS OF A MAJORITY OF ALL OUT
          STANDING SHARES OR
     (5)  the HOLDERS OF ALL OF THE OUTSTANDING SHARES.
* If this is a foreign corporation, this document MUST be signed by any duly
authorized individual.

   SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                                TEL. (207) 624-7740
FORM NO. MBCA-5 Rev. 4/16/2001



                                             Filing Fee $105.00
                                                     File no. 19980957 D Pages 2
    BUSINESS CORPORATION                             Fee paid $ 105
                                                     DCN      201260150036 ANME
                                                     ------FILED----------------
        STATE OF MAINE                                 09/11/2001


    STATEMENT OF INTENTION                          /s/ Julie L. Flynn
        TO DO BUSINESS                           -------------------------
    UNDER AN ASSUMED NAME                        Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

     Pine Tree Waste, Inc.
- ---------------------------------                -------------------------
     (Name of Corporation)                       Deputy Secretary of State


Pursuant to 13-A MRSA Section 307, the undersigned, a corporation (incorporated
under the laws of the State of Maine), (incorporated under the laws of the
State of ____________________________, and authorized to do business in Maine),
gives notice of its intention to do business in this State under an assumed
name.

FIRST:    The Corporation intends to transact business under the assumed name of
          Pine Tree Disposal

                      COMPLETE THE FOLLOWING IF APPLICABLE

SECOND:   If such assumed name is to be used at fewer than all of the
          corporation's places of business in this State, the location(s) where
          it will be used is (are):

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

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

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

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

THIRD:    The address of the registered office of the corporation in the State
          of Maine is Peter Webster
          One Portland Square, Portland, ME 04101
          ----------------------------------------------------------------------
                           (street, city, state and zip code)



DATED 9-7-01                            *By /s/ John W. Casella
                                            ------------------------------------
                                                      (signature)

                                            John W. Casella, Vice President
                                            ------------------------------------
                                             (type or print name and capacity)

                                        *By /s/ Richard A. Norris
                                            ------------------------------------
                                                      (signature)

                                            Richard A. Norris, Treasurer
                                            ------------------------------------
                                             (type or print name and capacity)


* If this is a domestic corporation, this document MUST be signed by
     (1)  the CLERK OR
     (2)  the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't.
          sec., or a 2nd certifying officer OR
     (3)  if no such officers, then a majority of the DIRECTORS OR
     (4)  if no such directors, then the HOLDERS OF A MAJORITY OF ALL
          OUTSTANDING SHARES OR
     (5)  the HOLDERS OF ALL OF THE OUTSTANDING SHARES.
* If this is a foreign corporation, this document MUST be signed by any duly
authorized individual.

     SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                                TEL. (207) 624-7740
FORM NO. MBCA-5 Rev. 4/16/2001



                                             Filing Fee $105.00
                                                     File no. 19980957 D Pages 2
     BUSINESS CORPORATION                            Fee paid $ 105
                                                     DCN      2012601500037 ANME
                                                     ------FILED----------------
        STATE OF MAINE                                 09/11/2001


    STATEMENT OF INTENTION                           /s/ Julie L. Flynn
        TO DO BUSINESS                           -------------------------
    UNDER AN ASSUMED NAME                        Deputy Secretary of State

                                          A TRUE COPY WHEN ATTESTED BY SIGNATURE

     Pine Tree Waste, Inc.
- ---------------------------------                -------------------------
     (Name of Corporation)                       Deputy Secretary of State


Pursuant to 13-A MRSA Section 307, the undersigned, a corporation (incorporated
under the laws of the State of Maine), (incorporated under the laws of the
State of ____________________________, and authorized to do business in Maine),
gives notice of its intention to do business in this State under an assumed
name.

FIRST:    The Corporation intends to transact business under the assumed name of
          Truck-A-Way

                      COMPLETE THE FOLLOWING IF APPLICABLE

SECOND:   If such assumed name is to be used at fewer than all of the
          corporation's places of business in this State, the location(s) where
          it will be used is (are):

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

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

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

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

THIRD:    The address of the registered office of the corporation in the State
          of Maine is Peter Webster
          One Portland Square, Portland, ME 04101
          ----------------------------------------------------------------------
                           (street, city, state and zip code)



DATED 9-7-01                            *By /s/ John W. Casella
                                            ------------------------------------
                                                      (signature)

                                            John W. Casella, Vice President
                                            ------------------------------------
                                             (type or print name and capacity)

                                        *By /s/ Richard A. Norris
                                            ------------------------------------
                                                      (signature)

                                            Richard A. Norris, Treasurer
                                            ------------------------------------
                                             (type or print name and capacity)


- -------------------------------------------------------------------------------
* If this is a domestic corporation, this document MUST be signed by
     (1)  the CLERK OR
     (2)  the PRESIDENT or a vice-pres. together with the SECRETARY or an ass't.
          sec., or a 2nd certifying officer OR
     (3)  if no such officers, then a majority of the DIRECTORS OR
     (4)  if no such directors, then the HOLDERS OF A MAJORITY OF ALL
          OUTSTANDING SHARES OR
     (5)  the HOLDERS OF ALL OF THE OUTSTANDING SHARES.
* If this is a foreign corporation, this document MUST be signed by any duly
authorized individual.

     SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
                                                TEL. (207) 624-7740
FORM NO. MBCA-5 Rev. 4/16/2001



                                                                   Exhibit 3.102

                                     BYLAWS

                                       OF

                     PINE TREE WASTE SERVICES OF MAINE, INC.

                           Adopted: November 25, 1997

                                    ARTICLE I

                                      NAME

     Section 1.   NAME. The name of this corporation is stated in the Articles
of Incorporation.

                                   ARTICLE II

                         REFERENCES, LOCATIONS AND SEAL

     Section 1.   REFERENCES. References in these Bylaws to the Articles of
Incorporation shall mean this corporation's Articles of Incorporation as amended
from time to time as on file with the Secretary of State of Maine. References in
these Bylaws to the Maine Business Corporation Act and to particular sections of
said Act are to said Act and said sections as amended from time to time. The
headings of Articles and Sections in these Bylaws are for convenience only, and
shall not be taken into account in construing these Bylaws.

     Section 2.   OFFICE AND LOCATION. The registered office of this corporation
in Maine and the municipality or other place in Maine where it is located are
set forth in the Articles of Incorporation. The principal office and place of
business of this corporation, within or without Maine, shall be at such place as
the Board of Directors shall from time to time fix.

     Section 3.   SEAL. The seal of this corporation shall be circular in form
with the name of the corporation, the word "Maine" and the year of its
incorporation so engraved on its face that it may be embossed on paper by
pressure, provided that the Board of Directors may adopt a wafer seal in any
form in respect of any particular document, in which case such wafer seal
affixed to such document shall be the corporate seal of this corporation thereon
for all purposes provided by law. The Clerk shall have custody of the corporate
seal and he or the Secretary may affix the same to documents requiring it and
attest the same. The Clerk may permit the President or Secretary to keep a
duplicate of the corporate seal.

                                        1


                                   ARTICLE III

                            MEETINGS OF SHAREHOLDERS

     Section 1.   PLACE. All meetings of shareholders shall be held at the
registered office of the corporation or at such other place within Maine (or
outside Maine if permitted by the Articles of Incorporation) as shall be fixed
(i) by the Board of Directors, (ii) by the person or persons calling the
meeting, or (iii) in waivers of notice of the meeting signed by all persons
entitled to notice thereof.

     Section 2.   DATE OF ANNUAL MEETING. The annual meeting of shareholders
shall be held on the third Tuesday of October in each year, if not a legal
holiday, and if a legal holiday, then on the next business day following, at
10:00 A.M., Local Time, or at such other hour as may be fixed by the President
or Board of Directors, for the election of a Board of Directors, and for the
transaction of such other business as may properly come before the meeting. The
annual meeting of shareholders may likewise be held at any date and time fixed
by the President or Board of Directors during a period of 30 days after the date
hereinabove specified. If there shall be a failure for whatever reason to hold
the annual meeting for a period of 30 days after the date hereinbefore
specified, a substitute annual meeting of shareholders may be called by any
person or persons entitled to call a special meeting of shareholders.

     Section 3.   CALL OF SPECIAL MEETINGS. Special meetings of shareholders for
any purpose or purposes may be called to be held at the date and time fixed in
the call by the President, the Chairman of the Board of Directors (if any), a
majority of the Board of Directors, or the holders of not less than 50% of the
shares entitled to vote at the meeting.

     Section 4.   NOTICE. Unless waived in the manner prescribed by law, written
notice stating the place, day and time of the meeting and, in case of a special
meeting or when otherwise required by the Maine Business Corporation Act, the
purpose or purposes for which the meeting is called, shall be delivered within
the time period prescribed in Section 604(1) of the Maine Business Corporation
Act, either personally or by mail, by or at the direction of the President,
Secretary, Clerk, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting, and to shareholders of
record not entitled to vote when required by the Maine Business Corporation
Act.

                                   ARTICLE IV

                           QUORUM AND VOTING OF SHARES

     Section 1.   QUORUM. The holders of a majority of the shares entitled to
vote thereat shall constitute a quorum at a meeting of shareholders.

     Section 2.   VOTES. Except as otherwise provided by the Maine Business
Corporation Act, any corporate action shall be authorized by a majority
of the votes cast at the meeting by the holders of shares entitled to vote on
the subject matter. In elections

                                        2


of Directors, those candidates who receive the greatest number of votes cast at
the meeting by the holders of shares entitled to vote to elect Directors, even
though not receiving a majority of the votes cast, shall be deemed elected.

                                    ARTICLE V

                                    DIRECTORS

     Section 1.   NUMBER AND TERM. The number of Directors shall be fixed by
resolution of the shareholders or the Board of Directors within the limits
specified in the Articles of Incorporation. The Directors shall be elected at
the annual meeting of the shareholders, and each Director so elected shall hold
office for one year and until the next succeeding annual meeting and until his
successor shall have been elected and qualified, or until his earlier
resignation, removal from office, death or incapacity.

     Section 2.   VACANCIES, RESIGNATION AND REMOVAL. Any vacancy in the Board
of Directors, including newly created directorships created by an increase in
the number of Directors, may be filled by a majority of the remaining Directors
or by the sole remaining Director. Any Director may resign his office by
delivering a written resignation to the President or Clerk.

     Section 3.   POWERS. In the management and control of the business,
property and affairs of the corporation, the Board of Directors is hereby vested
with the power to authorize any and all corporate action, except when
shareholder action is specifically required by the Maine Business Corporation
Act, the Articles of Incorporation or these Bylaws, or except when otherwise
required by a written agreement pursuant to Section 618 of the Maine Business
Corporation Act.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1.   ANNUAL MEETING. The first meeting of each newly elected Board
of Directors, which shall be the Annual Meeting of the Board of Directors, shall
be held at such time and place as shall be fixed by the shareholders at their
meeting electing them, or if no such time and place are so fixed, said first
meeting shall be held at the place of and immediately following such meeting of
shareholders. In either event, no notice of such meeting shall be necessary.
Such meeting of the Board of Directors may also convene at such place and time
as shall be fixed by the consent in writing of all the Directors.

     Section 2.   REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held at such time and place as shall from time to time be fixed by the
Board of Directors. Unless action is to be taken with respect to the Articles of
Incorporation or Bylaws, no notice of such regular meetings shall be necessary.

                                        3


     Section 3.   SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors (if any), President,
Clerk, Secretary or any other person or persons authorized by Section 709(6) of
the Maine Business Corporation Act. The person or persons calling the special
meeting shall fix the time and place thereof.

     Section 4.   NOTICE; GENERALLY. Notice of each special meeting of the Board
of Directors shall be given to each Director who has not signed a waiver of
notice before or after the meeting. Notices of meetings of the Board of
Directors shall be given by the Clerk or Secretary or the person or persons
calling the meeting. Neither the business to be transacted nor the purpose of
the meeting need be specified in the notice unless the Maine Business
Corporation Act shall otherwise require. The giving of notice of a special
meeting of the Board of Directors by or at the direction of the person or
persons authorized to call the same shall constitute the call thereof.

     Section 5. NOTICE; WHEN AND HOW GIVEN. Notice of meetings of the Board of
Directors may be given by any of the following methods within the time period
specified for that method:

     (a) by depositing a copy of the notice in the United States mail, first
     class postage prepaid, addressed to the Director at his usual or last known
     business or residence address, at least 3 business days before the meeting;

     (b) by delivering a copy of the notice to a recognized overnight delivery
     or express service addressed to the Director at his usual or last known
     business or residence address, including street or the like in the address,
     at least 2 business days before the meeting;

     (c) by delivering a copy of the notice in hand to the Director at least 24
     hours before the meeting;

     (d) by reading or causing to be read the notice over the telephone to the
     Director at least 24 hours before the meeting;

     (e) by sending a telegram containing the contents of the notice addressed
     to the Director at his usual or last known business or residence address at
     least 2 business days before the meeting;

     (f) by transmitting the contents of the notice by telecopy, fax or any
     other electronic means for the simultaneous or substantially simultaneous
     transmission of data to a telephone or other number held out by the
     Director as a number maintained by him for the receipt of the means of
     transmission selected at least 24 hours before the meeting; or

     (g) by sending a copy of the notice by any usual means of communication
     addressed to the Director at his usual or last known business or residence
     address,

                                        4


     including street or the like in the address, at least 3 business days
     before the meeting.

Notice to any Director actually received by him at least 24 hours before the
meeting shall be deemed sufficient, notwithstanding the method or means of
communication selected or the time when sent. For the purposes of this Section,
a "business day" is any day other than a Saturday, Sunday or legal holiday in
Maine.

                                   ARTICLE VII

                         EXECUTIVE AND OTHER COMMITTEES

     Section 1.   ESTABLISHMENT; AUTHORITY. The Board of Directors, by a
resolution adopted by a majority of the Directors then in office, may designate
from among its members an executive committee and other committees, each
consisting of 2 or more Directors, and may delegate to such committee or
committees any part or all of the authority of the Board of Directors, except as
otherwise provided by Section 713 of the Maine Business Corporation Act relating
to certain amendments, mergers, certain sales, dissolutions, certain
distributions and the like.

     Section 2.   PROCEDURES. Vacancies in the membership of a committee shall
be filled by resolution adopted by a majority of the Directors then in office.
Committees shall keep minutes of their proceedings and report the same to the
Board of Directors. Members of a committee may be removed from office, with or
without cause, by resolution adopted by a majority of the Directors then in
office. Any person or persons authorized to call a meeting of the Board of
Directors, as well as the chairman of a committee or the committee itself, may
call a meeting of a committee. Except as hereinbefore otherwise provided, so far
as applicable, the provisions of these Bylaws relating to the calling, noticing
and conduct of meetings of the Board of Directors shall govern the calling,
noticing and conduct of meetings of committees.

                                  ARTICLE VIII

                                    OFFICERS

     Section 1.   NUMBER. The officers of the corporation shall be elected by
the Board of Directors and shall be a President, a Secretary and a Treasurer.
The Board of Directors may also elect one or more Vice Presidents (one of whom
may be designated by the Board of Directors as the Executive Vice President),
and one or more Assistant Secretaries and Assistant Treasurers. The corporation
shall also have a Clerk who shall not be an officer by reason of such position.

     Section 2.   WHEN CHOSEN; QUALIFICATIONS; TERM. The Board of Directors at
its initial meeting after the incorporation of the corporation and at each
Annual Meeting thereafter shall elect said officers, who shall hold office until
the next Annual Meeting of

                                        5


the Board of Directors and thereafter until their successors are chosen and have
qualified, or until their earlier death, resignation or removal from office;
provided that the Clerk shall not be elected annually and shall hold office
until his death or a change of Clerk is made pursuant to Section 304 of the
Maine Business Corporation Act. No officer must also be a Director.

     Section 3.   AUTHORITY AND DUTIES. Each officer shall have such authority
and perform such duties as are set forth in the Maine Business Corporation Act
or in these Bylaws, and as shall be determined from time to time by the Board of
Directors. Each officer shall also have such authority and perform such duties
as are usually incumbent upon his office except as the same may be limited from
time to time by the Board of Directors.

     Section 4.   COMPENSATION OF OFFICERS. The compensation of all officers of
the corporation shall be fixed by the Board of Directors.

     Section 5.   PRESIDENT. The President shall be the chief executive officer
of the corporation, shall preside at all meetings of the shareholders and of the
Board of Directors at which he is present, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.

     Section 6.   VICE PRESIDENT. The Vice President, if any, or if there shall
be more than one, the Vice Presidents in the order determined by the Board of
Directors, shall, in case of the absence or disability of the President, have
the authority and perform the duties of the President. If the Board of Directors
shall elect an Executive Vice President, it shall be presumed that he is the
Vice President determined by the Board of Directors first to act in case of the
absence or disability of the President.

     Section 7.   SECRETARY. The Secretary or the Clerk shall attend all
meetings of the Board of Directors and record all the proceedings of the Board
of Directors in a book kept for that purpose. The Secretary shall perform like
duties for the executive committee. In case of the absence or disability of the
Secretary, or if the corporation shall have no Secretary, all of the powers of
the Secretary may be exercised by the Clerk. The Clerk, Secretary or an
Assistant Secretary may certify all votes, resolutions and actions of the
shareholders and the Board of Directors and its committees.

     Section 8.   ASSISTANT SECRETARIES. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries, in the order determined by the Board
of Directors, shall, in case of the absence or disability of the Secretary, have
the authority and perform the duties of the Secretary.

     Section 9.   TREASURER. The Treasurer shall have the custody of the
corporate funds and securities, and shall deposit all such funds in the name and
to the credit of the corporation in such depositories as may be designated by
the Board of Directors. The Treasurer shall keep or cause to be kept all books
and records of account and shall prepare or cause to be prepared all financial
statements required by Section 625 of the Maine

                                        6


Business Corporation Act, the Board of Directors or good accounting practices.
The Treasurer shall render to the Board of Directors, whenever required,
accounts of all corporate financial transactions and of the financial condition
of the corporation.

     Section 10.  ASSISTANT TREASURERS. Except as hereinbefore provided, the
Assistant Treasurer, or, if there shall be more than one, the Assistant
Treasurers, in the order determined by the Board of Directors, shall, in case of
the absence or disability of the Treasurer, have the authority and perform the
duties of the Treasurer.

                                   ARTICLE IX

                       VOTING SHARES OF OTHER CORPORATIONS

     Section 1.   VOTING SHARES OF OTHER CORPORATIONS. The Chairman of the Board
of Directors, if any, the President, any Vice President, the Secretary, the
Treasurer and the Clerk of this corporation, in that order, shall have authority
to vote shares of other corporations standing in the name of this corporation,
and the President, Secretary or Clerk is authorized to execute and deliver in
the name and on behalf of this corporation proxies appointing any one or more of
the foregoing officers as the proxy agents of this corporation.

                                    ARTICLE X

                             LOST STOCK CERTIFICATES

     Section 1.   LOST STOCK CERTIFICATES. The Board of Directors may authorize,
generally or in a specific case, the appropriate officers to execute and deliver
a replacement certificate for shares of this corporation in substitution for any
certificate for shares theretofore issued alleged to have been lost, destroyed
or stolen. Unless waived by the Board of Directors, the officers executing the
replacement certificate shall require the registered holder thereof to sign and
swear to an affidavit of loss and indemnity agreement in such form as shall be
prescribed by the Clerk. In addition, the Board of Directors may prescribe such
other terms and conditions precedent to the issuance of replacement
certificates, including without limitation the requirement of further
indemnities and surety bonds or insurance policies, as it deems appropriate to
protect the corporation and its officers and agents from any claim that may be
made against it or them with respect to any such certificate alleged to have
been lost, destroyed or stolen. The powers and duties of the Board of Directors
prescribed in this ARTICLE X may be delegated in whole or in part to any
registrar or transfer agent for this corporation.

                                   ARTICLE XI

                      TRANSFERS AND REGISTRATION OF SHARES

     Section 1.   STOCK TRANSFER BOOKS. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate representing shares duly
endorsed or

                                        7


accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded in the original stock
transfer books of the corporation, provided that the provisions of Article XV of
these Bylaws respecting restrictions on transfers of shares have been complied
with. The original issue of shares of this corporation shall likewise be
recorded in the original stock transfer books of the corporation.

     Section 2.   REGISTERED SHAREHOLDERS. The corporation shall be entitled to
recognize the person or persons shown on its original stock transfer books as
the owner of shares as the exclusive and only owner thereof for all purposes,
including without limitation the right to (i) receive dividends and other
distributions; (ii) vote (except as otherwise provided in Section 613 of the
Maine Business Corporation Act); and (iii) examine lists, books, minutes or
other materials relating to the corporation. The corporation shall not be bound
to recognize any equitable or other claim to or interest in such shares on the
part of any other person not noted in its original stock transfer books, whether
or not it shall have express or other notice thereof.

                                   ARTICLE XII

                                 INDEMNIFICATION

     Section 1.   DEFINITIONS. For all purposes of this Article, (i) the term
"Officer" (when capitalized, but not otherwise) shall mean any person who is or
was a Director, the President, the Treasurer, the Secretary or the Clerk of
this corporation; (ii) the term "Employee" (when capitalized, but not otherwise)
shall mean any other person (whether or not a common law employee) who is or was
an officer, employee or agent of this corporation, or is or was serving at the
request of this corporation as a director, officer, trustee, partner, fiduciary,
employee or agent of another corporation, partnership, joint venture, trust,
pension or other employee benefit plan, or other enterprise; and (iii) the term
"Claimant" (when capitalized, but not otherwise) shall mean any Officer or
Employee seeking indemnification under this Article.

     Section 2.   INDEMNIFICATION. This corporation shall in all cases indemnify
any Officer, and shall have power exercisable by its Board of Directors as
provided in Section 5 hereof to indemnify any Employee, who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that the Claimant is or was an Officer or Employee, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement to the extent actually and reasonably incurred by the Claimant in
connection with such action, suit or proceeding; provided that no
indemnification may be provided for any Claimant with respect to any matter as
to which the Claimant shall have been finally adjudicated:

     A.   Not to have acted honestly or in the reasonable belief that the
     Claimant's action was in or not-opposed to the best interests of this
     corporation or its

                                        8


     shareholders or, in the case of a Claimant serving as a fiduciary of an
     employee benefit plan or trust, in or not opposed to the best interests of
     that plan or trust, or its participants or beneficiaries; or

     B.   With respect to any criminal action or proceeding, to have had
     reasonable cause to believe that the Claimant's conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order or
conviction adverse to the Claimant, or by settlement or plea of NOLO CONTENDERE
or its equivalent, shall not of itself create a presumption that the Claimant
did not act honestly or in the reasonable belief that the Claimant's action was
in or not opposed to the best interests of this corporation or its shareholders
or, in the case of a person serving as a fiduciary of an employee benefit plan
or trust, in or not opposed to the best interests of that plan or trust or its
participants or beneficiaries and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the Claimant's conduct was
unlawful.

     Section 3.   DERIVATIVE ACTIONS. Notwithstanding any provision of Section 2
hereof, this corporation shall not indemnify any person with respect to any
claim, issue or matter asserted by or in the right of this corporation as to
which the Claimant is finally adjudicated to be liable to this corporation
unless the court in which the action, suit or proceeding was brought shall
determine that, in view of all the circumstances of the case, the Claimant is
fairly and reasonably entitled to indemnity for such amounts as the court shall
deem reasonable.

     Section 4.   WHEN DEFENSE SUCCESSFUL. Any provisions of Sections 2, 3 or 5
hereof to the contrary notwithstanding, to the extent that a Claimant has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or
matter therein, the Claimant shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred in connection therewith.

     Section 5.   DETERMINATION IN SPECIFIC CASES. Any indemnification of an
Employee under Section 2 hereof, unless ordered by a court or required by
Section 4 hereof, shall be made by this corporation only as authorized in the
specific case upon a determination that indemnification of the Claimant is
proper in the circumstances and in the best interests of this corporation. Where
such a case specific determination is required, that determination shall be made
by the Board of Directors by a majority vote of a quorum consisting of Directors
who were not parties to the action, suit or proceeding, or if such a quorum is
not obtainable, or even if obtainable if so directed by a majority vote of a
quorum of disinterested Directors, by independent legal counsel in a written
opinion, or by the shareholders. Such a determination once made may not be
revoked and, upon the making of that determination, the Employee may enforce the
indemnification against this corporation by a separate action notwithstanding
any attempted or actual subsequent action by the Board of Directors.

                                        9


     Section 6.   ADVANCES OF EXPENSES. Expenses incurred by or on behalf of an
Employee in defending a civil, criminal, administrative or investigative action,
suit or proceeding may be authorized and paid by this corporation in advance of
the final disposition of that action, suit or proceeding upon a determination,
made in accordance with the procedure established in Section 5 hereof that,
based solely on the facts then known to those making the determination and
without further investigation, the Claimant satisfies the standard of conduct
prescribed by Section 2 hereof.

     Expenses incurred by or on behalf of an Officer in defending a civil,
criminal, administrative or investigative action, suit or proceeding shall in
all cases be paid, as reasonably requested from time to time by the Officer, by
this corporation in advance of the final disposition of the action, suit or
proceeding upon receipt by this corporation, at the time of the initial advance,
of:

     A. A written undertaking by or on behalf of the Officer to repay all
     amounts advanced if the Officer is finally adjudicated:

          (1) Not to have acted honestly or in the reasonable belief that his
          action was in or not opposed to the best interests of this corporation
          or its shareholders, or, in the case of a Claimant serving as a
          fiduciary of an employee benefit plan or trust, in or not opposed to
          the best interests of that plan or trust, or its participants or
          beneficiaries;

          (2) With respect to any criminal action or proceeding, to have had
          reasonable cause to believe that his conduct was unlawful; or

          (3) With respect to any claim, issue or matter asserted in any action,
          suit or proceeding brought by or in the right of this corporation, to
          be liable to this corporation, unless the court in which the action,
          suit or proceeding was brought permits indemnification in accordance
          with Section 3 hereof; and

     B. A written affirmation by the Officer that he has met the standard of
     conduct necessary for indemnification by this corporation as authorized in
     this Article.

     The undertaking required by paragraph A shall be an unlimited general
obligation of the Officer seeking the advance, but need not be secured and may
be accepted without reference to financial ability to make the repayment.

     Section 7.   INDEMNIFICATION NOT EXCLUSIVE. The indemnification and
entitlement to advances of expenses provided by this Article shall not be deemed
exclusive of any other rights to which a Claimant may be entitled under any
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in the Claimant's official capacity and as to action in another
capacity while holding an office with this corporation, and shall continue as to
a person who has ceased to be a director, officer,

                                       10


employee, agent, trustee, partner or fiduciary and shall inure to the benefit of
the heirs, personal representatives, executors and administrators of such a
person.

     Section 8.   ENFORCEABLE BY SEPARATE ACTION. A right to indemnification
required by this Article or established pursuant to the provisions of this
Article may be enforced by a separate action against this corporation, if an
order for indemnification has not been entered by a court in any action, suit or
proceeding in respect to which indemnification is sought.

     Section 9.   MISCELLANEOUS. For purposes of this Article, (i) references to
this "corporation" shall include, in addition to the surviving corporation or
new corporation, any participating corporation in a consolidation or merger;
(ii) this corporation shall be deemed to have requested a person to serve an
employee benefit plan whenever the performance by him of his duties to this
corporation also imposes duties on, or otherwise involves services by him to
the plan or participants or beneficiaries of the plan; and (iii) excise taxes
assessed on a person seeking indemnification with respect to an employee benefit
plan pursuant to applicable law shall be deemed "fines".

     Section 10.  AMENDMENT. Any amendment, modification or repeal of this
Article shall not deny, diminish or otherwise limit the rights of any Claimant
to indemnification or advances hereunder with respect to any action, suit or
proceeding arising out of any conduct, act or omission occurring or allegedly
occurring at any time prior to the date of such amendment, modification or
repeal.

                                  ARTICLE XIII

                                   FISCAL YEAR

     Section 1.   FISCAL YEAR. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

                                   ARTICLE XIV

                             EXECUTION OF DOCUMENTS

     Section 1.   EXECUTION OF DOCUMENTS. Unless the Board of Directors,
Executive Committee or shareholders shall otherwise generally or in any specific
instance provide:

     A. Any bill, note or negotiable instrument may be signed or endorsed in the
     name and on behalf of this corporation in the ordinary course of business
     by the President or Treasurer, acting singly;

     B. The President or Treasurer, acting singly, shall in the ordinary course
     of business have authority to sign or endorse in the name and on behalf of
     this corporation all checks and other orders for the payment of money drawn
     on any bank or trust company;

                                       11


     C. The President or Treasurer, acting singly, shall have authority to make,
     in the name and on behalf of this corporation, all contracts in the
     ordinary course of business; and

     D. Any other instrument, document, deed, bill of sale or other writing of
     whatever nature to be executed in the ordinary course of business may be
     executed in the name and on behalf of this corporation by the President or
     Treasurer, acting singly, and either officer may seal, acknowledge and
     deliver the same.

     Section 2.   ASSISTANTS. Vice Presidents and Assistant Treasurers shall not
have the authority provided in Section 1 unless granted by the Board of
Directors generally or in any specific instance.

                                   ARTICLE XV

                       RESTRICTIONS ON TRANSFERS OF SHARES

     Section 1.   RESTRICTIONS ON SALES OF SHARES. If any shareholder of this
corporation, his personal representative, executor, administrator or any person,
firm or corporation claiming by, through or under him, including without
limitation any assignee for the benefit of creditors or trustee in bankruptcy or
receiver, however appointed, of a shareholder (said shareholder or any other
such person being hereinafter called the "transferring party") desires to sell
for a sum or sums of money all or any part of the shares of this corporation
owned by said shareholder or his legal representatives, and has received a bona
fide offer therefor, the transferring party shall first give written notice of
proposed sale to the Treasurer of this corporation, which notice shall state the
number of shares desired to be sold, the amount of the bona fide offer, and the
name of the person to whom he desires to sell the same, and for a period of
forty-five (45) days following receipt of such notice by the Treasurer, this
corporation or any person or persons specified by the Board of Directors (this
corporation or any such person or persons being hereinafter called the
"optionee") shall have an option to purchase such shares for the amount of the
bona fide offer so stated. The option may be exercised by the optionee by
depositing a written notice of election to exercise signed by the optionee in
the United States mails, first class postage prepaid, addressed to the
transferring party at his usual residence or business address, or by delivery of
said signed notice of election to exercise to the transferring party, in either
case within said forty-five (45) day period.

     If the optionee does not exercise said option within said forty-five (45)
day period, the transferring party may sell and assign the number of shares
stated in the notice of proposed sale to the person named therein at the price
therein stated, provided said sale is made within seventy-five (75) days
following the Treasurer's receipt of the notice of proposed sale.

                                       12


     The Board of Directors may by resolution waive the option herein granted
and authorize the sale of shares specified in their resolution to a person named
therein, whether or not the Treasurer has received a notice of proposed sale.

     Section 2.   RESTRICTIONS ON GIFTS AND OTHER TRANSFERS. If the transferring
party desires to make a transfer or other disposition (including without
limitation gifts, transfers for a consideration other than money, sales not
pursuant to bona fide offers, exchanges or dispositions by way of distribution
pursuant to the terms of any will or trust) of all or any part of the shares of
this corporation owned by said shareholder or his legal representatives, and
such proposed transfer or other disposition is not controlled by Section 1
hereof for any reason, the transferring party shall first give written notice of
proposed transfer to the Treasurer of this corporation, which notice shall state
the number of shares desired to be transferred or otherwise disposed of and the
name of the person to whom the same are to be transferred or disposed of, and
the manner of and reason for the transfer or disposition, and the consideration
(if any) to be received, and the optionee shall have the option to purchase such
shares at the fair value thereof. In the event the transferring party and the
optionee are unable to agree on the amount of the fair value of such shares
within forty-five (45) days after receipt of the notice of proposed transfer by
the Treasurer, the fair value shall be determined by three appraisers, one to be
chosen and compensated by the transferring party (such choice to be made and
announced in writing to the Treasurer within sixty (60) days after his receipt
of the notice of proposed transfer), one to be chosen by the President or Board
of Directors of this corporation (within 30 days after announcement of the
choice of the first appraiser) and compensated by the optionee, and the third to
be chosen by the two appraisers so chosen (within 15 days after the choice of
the second appraiser) and compensated equally by the transferring party and the
optionee. If the transferring party fails to choose an appraiser within the time
set forth in the preceding sentence, the fair value of the shares shall be
determined by two appraisers, the first to be chosen by the President or Board
of Directors of this corporation and the second to be disinterested and chosen
by the first; the compensation of both such appraisers shall be borne equally by
the transferring party and the optionee. In either such event, the decision of
said appraisers or a majority thereof as to fair value shall be final, binding
and conclusive upon all parties. In either such event, the appraisers in
determining fair value of the shares shall take into account appropriate control
premiums or minority discounts, and shall take into account the nonmarketability
of the shares, and shall take into account the going concern value of this
corporation's business, but shall not take into account the value of any
proceeds of any life insurance policies on the life of the transferring party
(or the shareholder represented by the transferring party) in excess of cash
surrender value. The optionee's option pursuant to this Section 2 shall not
expire until the expiration of a period of sixty (60) days after the
determination of fair value by agreement or by the appraisers or a majority of
them, or until thirty (30) days after any judgment with respect to appraisal
hereunder or fair value in an action commenced during or before said 60-day
period has become final, whichever is later.

     The option may be exercised by the optionee by depositing a written notice
of election to exercise signed by the optionee in the United States mails, first
class postage prepaid, addressed to the transferring party at his usual
residence or business address, or

                                       13


by delivery of said signed notice of election to exercise to the transferring
party, in either case within the later of said periods.

     If the optionee does not exercise said option within the later of said two
periods, the transferring party may transfer or dispose of the number of shares
stated in the notice of proposed transfer to the person named therein in the
manner and for the consideration (if any) stated therein, provided that the
transfer or other disposition is made within thirty (30) days following the
expiration of the later of said two periods. The Board of Directors may by
resolution waive the option herein granted and authorize the transfer or other
disposition of shares specified in their resolution to a person named therein,
whether or not the Treasurer has received a notice of proposed transfer.

     Section 3.   PROVISIONS BINDING. Notwithstanding any other provisions of
these Bylaws, no shares of this corporation shall be sold, transferred or
otherwise disposed of, nor transferred upon the original stock transfer books of
this corporation, nor shall any purported purchaser, transferee or assignee
thereof have any right to demand and require transfer of any shares of this
corporation attempted to be sold or transferred to him, nor have or exercise any
of the rights of a shareholder of this corporation, until after notice given in
accordance with Sections 1 or 2 of this Article and until after expiration of
the option of the optionee or express waiver thereof by the Board of Directors
as therein provided.

     All certificates for shares issued by this corporation shall have the
following legend conspicuously printed, typewritten or stamped thereon:

     "Transfers of the shares represented by this certificate are subject to and
     may be made only upon compliance with the provisions of Article XV of the
     Bylaws of this corporation relating to restrictions on sales or transfers
     of shares."

     Section 4.   PLEDGES. Nothing in Sections 1 or 2 of this Article shall in
any way limit or restrict the right of the owner of shares of this corporation
to pledge the same as security; provided, however, that any pledgee of shares of
this corporation shall be subject to and shall comply with the provisions of
said Sections 1 or 2 prior to making any sale, transfer or other disposition of
the pledged shares to any person (including without limitation vesting
beneficial or record ownership in the pledgee) other than the pledgor or his
legal representatives.

                                   ARTICLE XVI

                              AMENDMENTS TO BYLAWS

     Section 1.   AMENDMENTS. The Board of Directors shall have the power to
alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the
notice, unless notice shall be duly waived, of any regular or special meeting at
which such action is to

                                       14


be taken shall either set out the text of the proposed new Bylaw or amendment or
Bylaw to be repealed, or shall summarize the changes to be effected by such
adoption, amendment or repeal, and provided further that the shareholders may
amend or repeal a Bylaw provision adopted by the Board of Directors and in such
case the Board of Directors may not, for two years thereafter, amend or readopt
the Bylaw provision thus amended or repealed by the shareholders.

                                       15



                                                                   Exhibit 3.103


STATE OF NEW YORK    }
                       SS:
DEPARTMENT OF STATE  }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON JUL 22 2002


[SEAL]

                                                        /s/ [ILLEGIBLE]
                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266 (7/00)



                                  S E R V I C O

                          CERTIFICATE OF INCORPORATION

                                       OF

                               R.A. BRONSON, INC.

                Under Section 402 of the Business Corporation Law

     The undersigned, a natural person of the age of eighteen years or over
desiring to form a corporation pursuant to the provisions of the Business
Corporation Law of the State of New York, hereby certifies as follows:

          FIRST:  The name of the corporation is

                               R.A. BRONSON, INC.

hereinafter sometimes called "the corporation."

          SECOND: The purpose for which it is formed is as follows:

     The purpose for which this corporation is organized is to engage in any
lawful act or activity for which corporations may be formed under the Business
Corporation Law provided that the corporation is not formed to engage in any act
or activity which requires the consent or approval of any state official,
department, board, agency or other body, without such consent or approval first
being obtained.

                                        1


     For the accomplishment of the aforesaid purposes, and in furtherance
thereof, the corporation shall have and may exercise all of the powers
conferred by the Business Corporation Law upon corporations formed thereunder,
subject to any limitations contained in Article 2 of said law or in accordance
with the provisions of any other statute of the State of New York.

          THIRD:  The office of the corporation in the State of New York is to
be located in the County of St. Lawrence.

          FOURTH: The aggregate number of shares which the corporation shall
have the authority to issue is 200, no par value.

          FIFTH:  The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served, and the
address to which the Secretary of State shall mail a copy of any process against
the corporation served upon him is Route 2, Potsdam, New York.

          IN WITNESS WHEREOF I hereunto sign my name and affirm that statements
made herein are true under the penalties of perjury this 4th day of January
1988.

Incorporator:                                /s/ Mary E. Smith
                                             ----------------------

Address:                                     Mary E. Smith
                                             283 Washington Avenue
                                             Albany, New York 12206

                                        2


                                                          STATE OF NEW YORK
                                                         DEPARTMENT OF STATE

                                                         FILED JAN 05 1988

                                                         AMT. OF CHECK $ 120
                                                         FILING FEE $ 100
                                                         TAX $ 10
                                                         COUNTY FEE $___________
                                                         COPY $_________________
                                                         CERT $_________________
                                                         REFUND $_______________
                                                         SPEC HANDLE $ 10

                                                         BY /s/ [ILLEGIBLE]
                                                            ----------------
                                                            [ILLEGIBLE]

[SEAL]

                          CERTIFICATE OF INCORPORATION

                                       OF

                               R.A. BRONSON, INC.

                Under Section 402 of the Business Corporation Law


                                  S E R V I C O


               FILER:

               Fischer, Hughes & Bessette
               130 East Main Street
               Malone, New York 12953



STATE OF NEW YORK    }
                        SS:
DEPARTMENT OF STATE  }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON JUL 22 2002

[SEAL]

                                                     /s/ [ILLEGIBLE]
                                            SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266 (7/00)



                                                                   F981029000691

                              CERTIFICATE OF MERGER

                                       OF

                              RAB ACQUISITION, INC.

                                       AND

                               R.A. BRONSON, INC.

                                      INTO

                               R.A. BRONSON, INC.

                Under Section 904 of the Business Corporation Law

     We, the undersigned, being respectively the Vice President and Assistant
Secretary of RAB Acquisition, Inc., and the President and Secretary of R.A.
Bronson, Inc., certify:

The Agreement and Plan of the Merger was adopted by the board of directors of
each constituent corporation.

     1.   The name of each constituent corporation is as follows:

                  RAB Acquisition, Inc., and R.A. Bronson, Inc.

     2.   The name of the surviving corporation is:

                               R.A. Bronson, Inc.

     3.   The number of outstanding shares of RAB Acquisition, Inc. is ten (10)
          shares without par value, all of which are entitled to vote. The
          number of outstanding shares of R.A. Bronson, Inc. is seventy two (72)
          shares without par value, all of which shares are entitled to vote.

     4.   The Certificate of Incorporation of RAB Acquisition, Inc., was filed
          by the Department of State on the 8th day of October, 1998 and the
          Certificate of Incorporation of R.A. Bronson, Inc., was filed by the
          Department of State on January 5, 1988.

     5.   The Merger was authorized by the Unanimous Written Consent of all
          outstanding shares of RAB Acquisition, Inc., entitled to

                                        1


          vote thereon and by the Unanimous Written Consent of all outstanding
          shares of R.A. Bronson, Inc., entitled to vote thereon.

     6.   The Merger shall be effective on the filing of this Certificate of
          Merger by the Department of State.

     IN WITNESS WHEREOF, the undersigned have each signed this certificate and
affirmed the truth of the statements contained therein under penalty of perjury
this 25th of October, 1998.

                                         RAB ACQUISITION, INC.


                                         By: /s/ Jerry S. Cifor
                                             -----------------------------------
                                             Jerry S. Cifor, Vice President
                                             and Assistant Secretary

                                        2


                                             R.A. BRONSON, INC.

                                         By: /s/ Robert A. Bronson
                                             -----------------------------------
                                             Robert A. Bronson, President

                                         By: /s/ James R. Bruno
                                             -----------------------------------
                                             James R. Bruno, Secretary

                                        3


                                                                   F981029000691

                              CERTIFICATE OF MERGER

                                       OF

                              RAB ACQUISITION, INC.

                                       AND

                               R.A. BRONSON, INC.

                                      INTO

                               R.A. BRONSON, INC.

                Under Section 904 of the Business Corporation Law

[NATIONWIDE INFORMATION SERVICES INC LOGO]

                         52 James Street
                         Albany, NY 12207

                         (800) 873-3482
                         (800) 234-8522 FAX

                         * FILER:

                         JACK QUIGLEY
                         Corporate Assistant Manager

                                                              STATE OF NEW YORK
                                                             DEPARTMENT OF STATE
                                                           FILED OCT 29 1998
                                                           TAX $ 0
                                                           BY: /s/ [ILLEGIBLE]
                                                              ----------------
                                                              ST LAWRENCE

                                                                    981029000713

                                        4



                                                                   Exhibit 3.104

                                   BY-LAWS OF

                               R.A. BRONSON, INC.

                               ARTICLE I - OFFICES

     The principal office of the Corporation shall be in the County of Franklin,
State of New York. The Corporation may also have offices at such other places
within the State of New York as the Board may from time to time determine or the
business of the Corporation may require.

                            ARTICLE II - SHAREHOLDERS

     1.   PLACE OF MEETINGS. Meetings of the shareholders shall be held at the
principal office of the Corporation or at such place within or without the State
of New York as the Board shall authorize.

     2.   ANNUAL MEETING. The annual meeting of the shareholders shall be held
on the first day of October, at 10:00 a.m. in each year if not a legal holiday,
and, if a legal holiday, then on the next business day following the same hour,
when the shareholders shall elect a Board and transact such other business as
may properly come before the meeting.

     3.   SPECIAL MEETINGS. Special meetings of the shareholders may be called
by the Board or by the President and shall be called by the President or the
Secretary at the request in writing of a majority of the Board or at the request
in writing by shareholders owning a majority in amount of the shares issued and
outstanding. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at a special meeting shall be confined to the
purposes stated in the notice.

     4.   FIXING RECORD DATE. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board shall fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than fifty (50) days nor less than ten (10) days before the date of such
meeting, nor more than fifty (50) days prior to any other action. If no record
date is fixed, it shall be determined in accordance with the provisions of law.

     5.   NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of each meeting of
shareholders shall state the purpose or purposes for which the meeting is
called, the

                                        6


place, date and hour of the meeting and unless it is the annual meeting, shall
indicate that it is being issued by or at the direction of the person or persons
calling the meeting. Notice shall be given either personally or by mail to each
shareholder entitled to vote at such meeting, not less than three (3) nor more
than fifty (50) days before the date of the meeting. If action is proposed to be
taken that might entitle shareholders to payment for their shares, the notice
shall include a statement of that purpose and to that effect. If mailed, the
notice is given when deposited in the United States mail, with postage thereon
prepaid, directed to the shareholder at his address as it appears on the record
of shareholders, or, if he shall have filed with the Secretary a written
request that notices to him be mailed to some other address, then directed to
him at such other address.

     6.   WAIVERS. Notice of meeting need not be given to any shareholder who
signs a waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him.

     7.   QUORUM OF SHAREHOLDERS. Unless the certificate of incorporation
provides otherwise, the holders of a majority of the shares entitled to vote
thereat shall constitute a quorum at a meeting of shareholders for the
transaction of any business, provided that when a specified item of business is
required to be voted on by a class or classes, the holders of a majority of the
shares of such class or classes shall constitute a quorum for the transaction of
such specified items of business.

          When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders.

          The shareholders present may adjourn the meeting despite the absence
of a quorum.

     8.   PROXIES. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy.

          Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall he valid after expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.

     9.   QUALIFICATION OF VOTERS. Every shareholder of record shall be entitled
at every meeting of shareholders, to one vote for every share in his name on the
record of shareholders, unless otherwise provided in the certificate of
incorporation.

     10.  VOTE OF SHAREHOLDERS. Except as otherwise required by statute or by

                                        7


the certificate of incorporation:

          A.   Directors shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election;

          B.   All other corporate action shall be authorized by a majority of
the votes cast.

     11.  WRITTEN CONSENT OF SHAREHOLDERS. Any action that may be taken by vote
may be taken without a meeting on written consent, setting forth the action so
taken, signed by the holders of all the outstanding shares entitled to vote
thereon or signed by the holders of two-thirds of all of the outstanding shares.

                             ARTICLE III - DIRECTORS

     1.   BOARD OF DIRECTORS. Subject to any provision in the certificate of
incorporation the business of the Corporation shall be managed by its Board of
Directors, each of whom shall be at least twenty-one (21) years of age but need
not be shareholders.

     2.   NUMBER OF DIRECTORS. The number of Directors shall initially be three
(3). Either the Board or the shareholders may increase or decrease the number of
Directors.

     3.   ELECTION AND TERM OF DIRECTORS. At each annual meeting of
shareholders, the shareholders shall elect Directors to hold office until the
next annual meeting. Each Director shall hold office until the expiration of the
term for which he is elected and until his successor has been elected and
qualified, or until his prior resignation or removal.

     4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships
resulting from an increase in the number of Directors and vacancies occurring in
the Board for any reason except the removal of Directors without cause may be
filled by a vote of a majority of the Directors then in office, although less
than a quorum exists, unless otherwise provided in the certificate of
incorporation. A Director elected to fill a vacancy caused by resignation, death
or removal, shall be elected to hold office for the unexpired term of his
predecessor.

     5.   REMOVAL OF DIRECTORS. Any or all of the Directors may be removed for
cause by vote of the shareholders or by action of the Board. Directors may be
removed without cause only by vote of the shareholders.

     6.   RESIGNATION. A Director may resign at any time by giving written
notice to the Board, the President or the Secretary of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.

                                        8


     7.   QUORUM OF DIRECTORS. Unless otherwise provided in the certificate of
incorporation, a majority of the entire Board shall constitute a quorum for the
transaction of business or of any specified item of business.

     8.   ACTION OF THE BOARD. Unless otherwise required by law, the vote of a
majority of the Directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the Board. Each Director present shall
have one vote regardless of the number of shares, if any, which he may hold.

     9.   PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meetings at
the office of the Corporation or at such other places, either within or without
the State of New York, as it may from time to time determine.

     10.  REGULAR ANNUAL MEETING. A regular annual meeting of the Board shall
be held immediately following the annual meeting of shareholders at the place of
such annual meeting of shareholders.

     11.  NOTICE OF MEETING OF THE BOARD, ADJOURNMENT.

          A.   Regular meetings of the Board may be held without notice at such
time and place as it shall from time to time determine. Special meetings of the
Board shall be held upon notice to the Directors and may be called by the
President upon two (2) days notice to each Director either personally or by mail
or by facsimile; special meetings shall be called by the President or by the
Secretary in a like manner on written request of two (2) Directors. Notice of a
meeting need not be given to any Director who submits a waiver of notice whether
before or after the meeting or who attends the meeting without protest prior
thereto or at its commencement, the lack of notice to him.

          B.   A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all Directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other Directors.

     12.  CHAIRMAN. At all meetings of the Board, the President, or in his
absence a Chairman chosen by the Board, shall preside.

     13.  EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution adopted by a
majority of the entire Board, may designate from among its members an executive
committee and other committees, each consisting of any number of Directors, each
such committee shall serve at the pleasure of the Board.

     14.  COMPENSATION. No compensation shall be paid to Directors, as such, for
their services, but by resolution of the Board a fixed sum and expenses for
actual attendance, at each regular or special meeting of the Board may be
authorized. Nothing herein contained

                                        9


shall be construed to preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefore.

     15.  TELEPHONIC CONFERENCE. Any one or more members of the Board of
Directors, or of any committee thereof, may participate in the meeting of such
Board or committee by means of a conference phone or similar equipment which
allows all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at such a
meeting.

     16.  DIRECTORS CONSENT. Any action that may be taken by vote may be taken
without a meeting on written consent, setting forth the action so taken, signed
by all the Directors entitled to vote thereon.

                              ARTICLE IV - OFFICES

     1.   OFFICES, ELECTION, TERM.

          A.   Unless otherwise provided for in the certificate of
incorporation, the Board may elect to appoint a president, one (1) or more vice
presidents, a secretary and a treasurer, and such other offices as it may
determine, who shall have such duties, powers and functions as hereinafter
provided.

          B.   All officers shall be elected or appointed to hold office until
the meeting of the Board following the annual meeting of shareholders.

          C.   Each officer shall hold office for the term for which he is
elected or appointed until his successor has been elected or appointed and
qualified.

     2.   REMOVAL, RESIGNATION, SALARY, ETC.

          A.   Any officer elected or appointed by the Board may be removed by
the Board with or without cause.

          B.   In the event of the death, resignation or removal of an officer,
the Board in its discretion may elect or appoint a successor to fill the
unexpired term.

          C.   Any two (2) or more offices may be held by the same person.

          D.   The salaries of all officers shall be fixed by the Board.

          E.   The Directors may require any officer to give security for the
faithful performance of his duties.

                                       10


     3.   PRESIDENT. The President shall be the chief executive officer of the
Corporation; he shall preside at all meetings of the shareholders and of the
Board; he shall have the management of the business of the Corporation and shall
see that all orders and resolutions of the Board are carried into effect.

     4.   VICE-PRESIDENTS. During the absence or disability of the President,
the Vice-President, if any, or if there are more than one, the executive
Vice-President, shall have all the powers and functions of the President. Each
Vice-President shall perform such other duties as the Board shall prescribe.

     5.   SECRETARY.  The Secretary shall:

          A.   Attend all meetings of the Board and of the shareholders;

          B.   Record all votes and minutes of all proceedings in a book to be
kept for that purpose;

          C.   Give or cause to be given notice of all meetings of shareholders
and of special meetings of the Board;

          D.   Keep in safe custody the seal of the corporation and affix it to
any instrument when authorized by the Board;

          E.   When required, prepare or cause to be prepared and available at
each meeting of shareholders a certified list in alphabetical order of the names
of the shareholders entitled to vote thereat, indicating the number of shares of
each respective class held by each;

          F.   Keep all the documents and records of the Corporation as required
by law or otherwise in a proper and safe manner;

          G.   Perform such other duties as may be prescribed by the Board.

     6.   ASSISTANT SECRETARIES. During the absence or disability of the
Secretary, the assistant secretary, if any, or if there are more than one, the
one so designated by the Secretary or by the Board, shall have all the powers
and functions of the Secretary.

     7.   TREASURER. The Treasurer shall:

          A.   Have the custody of the corporate funds and securities;

          B.   Keep full and accurate accounts of receipts and disbursements in
the corporate books;

          C.   Deposit all money and other valuables in the name and to the
credit of the

                                       11


Corporation in such depositories as may be designated by the Board;

          D.   Disburse the funds of the Corporation as may be ordered or
authorized by the Board and preserve proper vouchers for such disbursements;

          E.   Render to the President and Board at the regular meetings of the
Board, or whenever they require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation;

          F.   Render a full financial report at the annual meeting of the
shareholders is so requested;

          G.   Be furnished by all corporate officers and agents at his request,
with such reports and statements as he may require as to all financial
transactions of the Corporation;

          H.   Perform such other duties as are given to him by these By-Laws or
as from time to time are assigned to him by the Board or the President.

     8.   ASSISTANT TREASURER. During the absence or disability of the
Treasurer, the assistant treasurer, if any, or if there are more than one (1),
the one so designated by the Secretary or by the Board, shall have all the
powers and functions of the Treasurer.

     9.   SURETIES AND BONDS. In case the Board shall so require, any officer or
agent of the Corporation shall execute to the Corporation a bond in such sum and
with such surety or sureties as the Board may direct, conditioned upon the
faithful performance of his duties to the Corporation and including
responsibility for negligence and for the account of all property, funds or
securities of the Corporation which may come into his hands.

                       ARTICLE V - CERTIFICATES FOR SHARES

     1.   CERTIFICATES. The shares of the Corporation shall be represented by
certificates. They shall be numbered and entered in the books of the Corporation
as they are issued. They shall exhibit the holder's name and the number of
shares and shall be signed by the President or Vice President and the Treasurer
or the Secretary and shall bear the corporate seal.

     2.   LOST OR DESTROYED CERTIFICATES. The Board may direct a new certificate
or certificates to be issued in place of the certificate or certificates
theretofore issued by the Corporation, alleged to have been lost or destroyed,
upon the making of an affidavit of the fact by the person claiming the
certificate to be lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board may in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or

                                       12


certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the Corporation a bond in such sum with such
surety or sureties as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost or destroyed.

     3.   TRANSFERS OF SHARES.

          A.   Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the Corporation which shall be kept at its principal
office. No transfer shall be made within ten (10) days preceding the annual
meeting of shareholders.

          B.   The Corporation shall be entitled to treat the holder of record
of any share as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the State of New York.

     4.   CLOSING TRANSFER BOOKS. The Board shall have the power to close the
share transfer books of the Corporation for a period of not more than ten (10)
days during the thirty (30) day period immediately preceding (a) any
shareholders' meeting, or (b) any date upon which shareholders shall be called
upon to or have a right to take action without a meeting, or (c) any date fixed
for the payment of a dividend or any other form of distribution, and only those
shareholders of record at the time the transfer books are closed, shall be
recognized as such for the purpose of (x) receiving notice of or voting at such
meeting, or (y) allowing them to take appropriate action, or (z) entitling them
to receive any dividend or other form of distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to any provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the Corporation may be
declared in such amounts and at such time or times as the Board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the Corporation available for dividends such sum or sums as the Board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purposes the Board shall think
conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve.

                                       13


                          ARTICLE VII - CORPORATE SEAL

     The seal of the Corporation shall be circular in form and bear the name of
the Corporation, the year of its organization and the words "Corporate Seal,
New York". The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.

                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

     All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the Board may from time to time designate.

                            ARTICLE IX - FISCAL YEAR

     The fiscal year shall begin on the 1st day of May in each year.

             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these By-Laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                           ARTICLE XI - BY-LAW CHANGES

     1.   AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

          A.   Except as otherwise provided in the certificate of incorporation,
the By-Laws may be amended, repealed or adopted by vote of the holders of the
shares at the time entitled to vote in the election of any Directors. By-Laws
may also be amended, repealed or adopted by the Board but any By-law adopted by
the Board may be amended by the shareholders entitled to vote thereon as
hereinabove provided.

                                       14


          B.   If any By-law regulating an impending election of Directors is
adopted, amended or repealed by the Board, there shall be set forth in the
notice of the next meeting of shareholders for the election of Directors the
By-law so adopted, amended or repealed, together with the concise statement of
the changes made.

                          ARTICLE XII - INDEMNIFICATION

     The Corporation shall indemnify any person made a party to an action by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he, his testator, or intestate, is or was a director or officer
of the Corporation, against the reasonable expenses, including, attorneys' fees,
actually and necessarily incurred by him in connection with the defense of such
action, or in connection with an appeal therein, except in relation to matters
as to which such director or officer is adjudged to have breached his duty to
the Corporation under Sections 715 or 717 of the New York State Business
Corporation Law.

     The Indemnification herein provided shall not include amounts paid in
settling or otherwise disposing of a threatened action, or a pending action with
or without court approval or expenses incurred in defending a threatened action
or a pending action which is settled for or otherwise disposed of without court
approval.

                                       15



                                                                   Exhibit 3.105

                                                                               D

                        The Commonwealth of Massachusetts

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                            ARTICLES OF ORGANIZATION
                          (GENERAL LAWS, CHAPTER 156B)

                                    ARTICLE I
                         The name of the corporation is:

                       ReSource Recovery of Cape Cod, Inc.

                                   ARTICLE II
     The purpose of the corporation is to engage in the following business
activities:

To transport, process and dispose of solid waste, and to engage in such other
endeavors as the corporation may, from time to time, choose to undertake.

To purchase, receive, take by grant, lease or otherwise acquire, own, hold,
improve, employ, use and otherwise deal in and with, real property, or any
interest therein, wherever situated.

To purchase, hold, acquire, sell, pledge, transfer, mortgage and otherwise
dispose of shares of the capital stock and bonds, or the evidence of
indebtedness created by other corporations and, while the holder thereof, to
exercise all the rights and privileges of ownership.

To borrow or lend money, and to make and issue notes, bonds, debentures,
obligations and evidence of indebtedness of all kinds, whether secured by
mortgage, pledge or otherwise, without limit as to amount, and to secure the
same by mortgage, pledge or otherwise and generally to make and perform
agreements and contracts of every kind and description.

To subscribe for, take, acquire, hold, sell, exchange and deal in shares,
stocks, bonds, obligations and securities of any corporation, government
authority or company: to form, promote, subsidize and assist companies,
syndicates or partnerships of all kinds and to finance and refinance the same;
and to guaranty the obligations of other persons, firms or corporations.

To engage in business in Massachusetts and in all other parts of the United
States and also in foreign countries and to do all and every thing necessary,
suitable, convenient or proper for the accomplishment of any of the purposes
herein set forth.

To carry on any business, operation or activity referred to in the foregoing
paragraphs either alone or in conjunction with, or as a partnership, joint
venture or other arrangement with, any corporation, association, trust, firm or
individual.

In general, to do any thing permitted by all present and future laws of the
Commonwealth of Massachusetts applicable to business corporations.

NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 8 1/2 x 11 SHEETS OF
PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE
MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS
CLEARLY INDICATED.

/s/ [ILLEGIBLE]
- ---------------
Examiner

/s/ [ILLEGIBLE]
- ---------------
Name Approved

C

P

M

R.A.

6
- ----
P.C.



                                   ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.



        WITHOUT PAR VALUE                            WITH PAR VALUE
- --------------------------------- ----------------------------------------------
   TYPE        NUMBER OF SHARES        TYPE      NUMBER OF SHARES     PAR VALUE
- ---------- ---------------------- ----------- -------------------- -------------
                                                          
Common:                            Common:          200,000           $  0.01

Preferred:                         Preferred:


                                   ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.

                                       N/A

                                    ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:

                                      NONE


                                   ARTICLE VI
**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

                         (See Page 6A attached hereto.)

** IF THERE ARE NO PROVISIONS STATE "NONE".
NOTE: THE PRECEDING SIX (6) ARTICLES ARE CONSIDERED TO BE PERMANENT AND MAY ONLY
BE CHANGED BY FILING APPROPRIATE ARTICLES OF AMENDMENT.



                                     PAGE 6A

                       ReSource Recovery of Cape Cod, Inc.

                      ARTICLES OF ORGANIZATION (Continued)

                             ARTICLE VI (CONTINUED)

                            OTHER LAWFUL PROVISIONS:

a.   Meetings of the stockholders of the Corporation may be held anywhere in the
     United States.

b.   The Directors of the Corporation may make, amend or repeal the By-Laws of
     the Corporation in whole or in part, except with respect to any provisions
     thereof which by law or by the By-Laws requires action by the stockholders.

c.   The Corporation may be a partner in any business enterprise which the
     Corporation would have the power to conduct itself.

d.   No Director shall be personally liable to the Corporation or its
     stockholders for monetary damages for breach of fiduciary duty as a
     Director notwithstanding any provision of law imposing such liability;
     provided, however, that this provision shall not eliminate the liability of
     a Director to the extent that such liability is imposed by applicable law
     (i) for any breach of the Director's duty of loyalty to the Corporation or
     its stockholders, (ii) for acts or omissions not in good faith or which
     involve intentional misconduct or a knowing violation of law, (iii) under
     Section 61 or 62 or successor provisions of the Massachusetts Business
     Corporation Law or (iv) for any transaction from which the Director derived
     an improper personal benefit. This provision shall not eliminate the
     liability of a Director for any act or omission occurring prior to the date
     upon which this provision becomes effective. No amendment to or repeal of
     this provision shall apply to or have any effect on the liability or
     alleged liability of any Director for or with respect to any acts or
     omissions of such Director occurring prior to such amendment or repeal.



                                     PAGE 8A

                       ReSource Recovery of Cape Cod, Inc.

                      ARTICLES OF ORGANIZATION (Continued)

                            ARTICLE VIII (CONTINUED)

(b)  (Continued)



                                                       POST OFFICE
POSITION           NAME          RESIDENCE             ADDRESS
                                              
ASSISTANT CLERK    Paul D.       62 Staniford Street   Same as residence.
                   Wilson        Newton, MA 02166




                                   ARTICLE VII
The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a later effective date is
desired, specify such date which shall not be more than thirty days after the
date of filing.

                                  ARTICLE VIII
The information contained in Article VIII is NOT A PERMANENT part of the
Articles of Organization.

a.   The street address of the principal office of the corporation IN
     MASSACHUSETTS is: (post office boxes are not acceptable)

            198 Providence Street, Boston, MA 02136

b.   The name, residential address and post office address of the directors and
     officers of the corporation are as follows:



                NAME            RESIDENTIAL ADDRESS        POST OFFICE ADDRESS
                                              
President:  Joseph J.      294 Highland Avenue         Same as residence.
            Lombardi       Milton, MA 02186
Treasurer:  Joseph J.      294 Highland Avenue         Same as residence.
            Lombardi       Milton, MA 02186
Clerk:      Joseph J.      294 Highland Avenue         Same as residence.
            Lombardi       Milton, MA 02186
Directors:

            Joseph J.      294 Highland Avenue         Same as residence.
            Lombardi       Milton, MA 02186

            Paul M.        One Commonwealth Avenue     Same as residence.
            Verrochi       Boston, MA 02116

         (Continued on Page 8A attached hereto.)


c.   The fiscal year (i.e., tax year) of the corporation shall end on the last
     day of the month of: December

d.   The name and BUSINESS address of the RESIDENT AGENT of the corporation, if
     any, is:

          N/A
                                   ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose
signature(s) appear below as incorporator(s) and whose name(s) and business or
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 9 day of March, 1998.

               /s/ Anne T. Leland
               ------------------
               Anne T. Leland
               Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
               One Financial Center, Boston, MA 02111

NOTE: IF AN EXISTING CORPORATION IS ACTING AS INCORPORATOR, TYPE IN THE EXACT
NAME OF THE CORPORATION, THE STATE OR OTHER JURISDICTION WHERE IT WAS
INCORPORATED, THE NAME OF THE PERSON SIGNING ON BEHALF OF SAID CORPORATION AND
THE TITLE HE/SHE HOLDS OR OTHER AUTHORITY BY WHICH SUCH ACTION IS TAKEN.



                        THE COMMONWEALTH OF MASSACHUSETTS

                            ARTICLES OF ORGANIZATION
                          (GENERAL LAWS, CHAPTER 156B)

================================================================================

I hereby certify that, upon examination of these Articles of Organization, duly
submitted to me, it appears that the provisions of the General Laws relative to
the organization of corporations have been complied with, and I hereby approve
said articles; and the filing fee in the amount of $ 200 having been paid, said
articles are deemed to have been filed with me this 9th day of March 1998.

EFFECTIVE DATE: _____________________________________________

                                              A TRUE COPY ATTEST

                                              /s/ William Francis Galvin
                                              --------------------------
                                              WILLIAM FRANCIS GALVIN
                                              SECRETARY OF THE COMMONWEALTH

                                              DATE 6/6/02 CLERK  /s/ [ILLEGIBLE]

                                                                     [ILLEGIBLE]

                                                                98 MAR-9 PM 1:38

                                                            CORPORATION DIVISION

                           /s/ William Francis Galvin
                           --------------------------
                             WILLIAM FRANCIS GALVIN

                          SECRETARY OF THE COMMONWEALTH

FILING FEE: One tenth of one percent of the total authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock with a par
value less than $1.00, or no par stock, shall be deemed to have a par value of
$1.00 per share.

                         TO BE FILLED IN BY CORPORATION
                      PHOTOCOPY OF DOCUMENT TO BE SENT TO:

                                 Anne T. Leland
               Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                              One Financial Center
                                Boston, MA 02111
                            Telephone: (617) 542-6000



                             FEDERAL IDENTIFICATION      FEDERAL IDENTIFICATION
                             NO. [ILLEGIBLE]             NO. 04-3420128
                                                        [ILLEGIBLE]

                        The Commonwealth of Massachusetts

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                             ARTICLES OF * / *MERGER
                    (GENERAL LAWS, CHAPTER 156B, SECTION 78)

* / *merger of                               RRCC Acquisition, Inc.
                                             ReSource Recovery of Cape Cod, Inc.

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

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

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

                                             the constituent corporations, into
                                             ReSource Recovery of Cape Cod, Inc.
                                          /*one of the constituent corporations.

The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:

1.   An agreement of / *merger has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 78, and will be kept as
provided by Subsection (d) thereof. The / *surviving corporation will furnish a
copy of said agreement to any of its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and without
charge.

2.   The effective date of the / *merger determined pursuant to the agreement of
/ *merger shall be the date approved and filed by the Secretary of the
Commonwealth. If a LATER effective date is desired, specify such date which
shall not be more than THIRTY DAYS after the date of filing:

3.   (FOR A MERGER)

**The following amendments to the Articles of Organization of the SURVIVING
corporation have been effected pursuant to the agreement of merger:

                           Articles II, III, VI, VIII

     See Attachment 3.

*DELETE THE INAPPLICABLE WORD.    ** IF THERE ARE NO PROVISIONS STATE "NONE"
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 8 1/2 x 11 SHEETS OF
PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE
MAY BE MADE ON A SINGLE SHEET AS LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS
CLEARLY INDICATED.

/s/ [ILLEGIBLE]
- ---------------
Examiner

C

P

M

R.A.

9
- ----
P.C.




(FOR A CONSOLIDATION)
(a)  The purpose of the RESULTING corporation is to engage in the following
business activities:


(b)  State the total number of shares and the par value, if any of each class
of stock which the RESULTING corporation is authorized to issue.



        WITHOUT PAR VALUE                            WITH PAR VALUE
- --------------------------------- ----------------------------------------------
   TYPE      NUMBER OF SHARES        TYPE      NUMBER OF SHARES     PAR VALUE
 --------- ---------------------- ----------- -------------------- -------------
                                                         
Common:                            Common:

Preferred:                         Preferred:


**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of each series then established.


**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:


**(e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:


**IF THERE ARE NO PROVISIONS STATE "NONE".



                                  ATTACHMENT 3

3.   (FOR A MERGER)
     The following amendments to the Articles of Organization of the SURVIVING
     corporation have been effected pursuant to the agreement of merger:

                                   ARTICLE II
  The purpose of the corporation is to engage in the following business
activities:

    (a)   To engage in the business of waste disposal.

    (b)   To carry on any business or other activity which may lawfully be
          carried on by a corporation organized under the Business Corporation
          Law of the Commonwealth of Massachusetts, whether or not related to
          those referred to in the preceding paragraph.

                                   ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.



        WITHOUT PAR VALUE                            WITH PAR VALUE
- --------------------------------- ----------------------------------------------
   TYPE      NUMBER OF SHARES        TYPE      NUMBER OF SHARES     PAR VALUE
 --------- ---------------------- ----------- -------------------- -------------
                                                       
Common:      None                  Common:           5,000         $  .01

Preferred:   None                  Preferred:        None


                                   ARTICLE VI
Other lawful provisions, if any, for the conduct and regulation of the business
and affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:

          See Attachment 6.



                                  ARTICLE VIII
THE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PART OF THE
ARTICLES OF ORGANIZATION.

a.   The street address (POST OFFICE BOXES ARE NOT ACCEPTABLE) of the principal
     office of the corporation in MASSACHUSETTS is:

          c/o CT Corporation System, 2 Oliver Street, Boston, MA 02109

b.   The name, residential address and post office address of each director and
     officer of the corporation is as follows:



                NAME                 RESIDENTIAL ADDRESS    POST OFFICE ADDRESS
                                                   
President:      John W. Casella      67 Ives Avenue         Casella Waste Systems, Inc.
                                     Rutland, VT 05701      25 Greens Hill Lane
                                                            Rutland, VT 05701

Vice President  Jerry S. Cifor       Manchester West Road   Casella Waste Systems, Inc.
and Assistant                        Manchester, VT 05254   25 Greens Hill Lane
Clerk:                                                      Rutland, VT 05701



Treasurer:      Douglas R. Casella   3 Stonehollow          Casella Waste Systems, Inc.
                                     Mendon, VT 05701       25 Greens Hill Lane
                                                            Rutland, VT 05701

Clerk:          James W. Bohlig      Russellville Road      Casella Waste Systems, Inc.
                                     Box 1043               25 Greens Hill Lane
                                     Cuttingsville, VT      Rutland, VT 05701
                                     05738

Directors:      John W. Casella      67 Ives Avenue         Casella Waste Systems, Inc.
                                     Rutland, VT 05701      25 Greens Hill Lane
                                                            Rutland, VT 05701

                Douglas R. Casella   3 Stonehollow          Casella Waste Systems, Inc.
                                     Mendon, VT 05701       25 Greens Hill Lane
                                                            Rutland, VT 05701

                James W. Bohlig      Russellville Road      Casella Waste Systems, Inc.
                                     Box 1043               25 Greens Hill Lane
                                     Cuttingsville, VT      Rutland, VT 05701
                                     05738




                                  ATTACHMENT 6

6.   Other lawful provisions, if any, for the conduct and regulation of the
     business and affairs of the corporation, for its voluntary dissolution, or
     for limiting, defining, or regulating the powers of the corporation, or of
     its directors or stockholders, or of any class of stockholders:

6A.  LIMITATION OF DIRECTOR LIABILITY

     Except to the extent that Chapter 156B of the Massachusetts General Laws
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the corporation shall be personally liable to
the corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability. No amendment to or repeal of this provision shall apply to or have
any effect on the liability or alleged liability of any director of the
corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.

6B.  INDEMNIFICATION

     1.   The corporation shall, to the fullest extent permitted by the
applicable provisions of Chapter 156B of the Massachusetts General Laws, as
amended from time to time, indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the corporation, or is or was serving, or has agreed to serve, at the
request of the corporation, as a director or officer of, or in a similar
capacity with, another organization or in any capacity with respect to any
employee benefit plan of the corporation (all such persons being referred to
hereafter as an "Indemnitee"), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement incurred by or on behalf
of an Indemnitee in connection with such action, suit or proceeding and any
appeal therefrom, unless such Indemnitee shall be finally adjudicated in such
action, suit or proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation or, to the
extent such matter relates to service with respect to an employee benefit plan,
in the best interests of the participants or beneficiaries of such employee
benefit plan.

     2.   Notwithstanding the provisions of Section 1 of this Article, in the
event that a pending or threatened action, suit or proceeding is compromised or
settled in a manner which imposes any liability or obligation upon an Indemnitee
in a matter for which such Indemnitee would otherwise be entitled to
indemnification hereunder, no



indemnification shall be provided to such Indemnitee with respect to such matter
if it is determined that such Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interests of the corporation
or, to the extent such matter relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.

     3.   As a condition precedent to his right to be indemnified, the
Indemnitee must notify the corporation in writing as soon as practicable of any
action, suit, proceeding or investigation involving him for which indemnity will
or could be sought. With respect to any action, suit, proceeding or
investigation of which the corporation is so notified, the corporation will be
entitled to participate therein at its own expense and/or to assume the defense
thereof at its own expense, with legal counsel reasonably acceptable to the
Indemnitee.

          In the event that the corporation does not assume the defense of any
action, suit, proceeding or investigation of which the corporation receives
notice under this Article, the corporation shall pay in advance of the final
disposition of such matter any expenses (including attorneys' fees) incurred by
an Indemnitee in defending a civil or criminal action, suit, proceeding or
investigation or any appeal therefrom; PROVIDED, HOWEVER, that the payment of
such expenses incurred by an Indemnitee in advance of the final disposition of
such matter shall be made only upon receipt of an undertaking by or on behalf of
the Indemnitee to repay all amounts so advanced in the event that it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified
by the corporation as authorized in this Article, which undertaking shall be
accepted without reference to the financial ability of the Indemnitee to make
such repayment; and FURTHER PROVIDED that no such advancement of expenses shall
be made if it is determined that the Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interests of the corporation
or, to the extent such matter relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.

     5.   All determinations hereunder as to the entitlement of an Indemnitee to
indemnification or advancement of expenses shall be made by: (a) a majority vote
of a quorum of the directors of the corporation, (b) a majority vote of a quorum
of the outstanding shares of stock of all classes entitled to vote for
directors, voting as a single class, which quorum shall consist of stockholders
who are not at that time parties to the action, suit or proceeding in question,
(c) independent legal counsel (who may, to the extent permitted by law, be
regular legal counsel to the corporation), or (d) a court of competent
jurisdiction.

     6.   The corporation shall not indemnify an Indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such Indemnitee unless the initiation thereof was approved by the Board of
Directors of

                                       -2-


the corporation. In addition, the corporation shall not indemnify any such
Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of
insurance, and in the event the corporation makes any indemnification payments
to any such Indemnitee and such Indemnitee is subsequently reimbursed from the
proceeds of insurance, such Indemnitee shall promptly refund such
indemnification payments to the corporation to the extent of such insurance
reimbursement.

     7.   The indemnification rights provided in this Article (i) shall not be
deemed exclusive of any other rights to which an Indemnitee may be entitled
under any law, agreement or vote of stockholders or directors or otherwise, and
(ii) shall inure to the benefit of the heirs, executors and administrators of
such Indemnitees. The corporation may, to the extent authorized from time to
time by its Board of Directors, grant indemnification rights to other employees
or agents of the corporation or other persons serving the corporation and such
rights may be equivalent to, or greater or less than, those set forth in this
Article.

6C.  OTHER PROVISIONS

     (a)  The directors may make, amend, or repeal the by-laws in whole or in
part, except with respect to any provision of such by-laws which by law or these
Articles or the by-laws requires action by the stockholders.

     (b)  Meetings of the stockholders of the corporation may be held anywhere
in the United States.

     (c)  The corporation shall have the power to be a partner in any business
enterprise which this corporation would have the power to conduct by itself.

     (d)  The corporation, by vote of a majority of the stock outstanding and
entitled to vote thereon (or if there are two or more classes of stock entitled
to vote as separate classes, then by vote of a majority of each such class of
stock outstanding), may (i) authorize any amendment to its Articles of
Organization pursuant to Section 71 of Chapter 156B of the Massachusetts General
Laws, as amended from time to time, (ii) authorize the sale, lease or exchange
of all or substantially all of its property and assets, including its goodwill,
pursuant to Section 75 of Chapter 156B of the Massachusetts General Laws, as
amended from time to time, and (iii) approve an agreement of merger or
consolidation pursuant to Section 78 of Chapter 156B of the Massachusetts
General Laws, as amended from time to time.

                                       -3-


4.   The information contained in Item 4 is NOT A PERMANENT part of the Articles
of Organization of the * / *surviving corporation.

(a)  The street address of the * / *surviving corporation in Massachusetts is:
     (POST OFFICE BOXES ARE NOT ACCEPTABLE)
     295 Service Road, E. Sandwich, MA 02537

(b)  The name, residential address, and post office address of each director and
     officer of the * / *surviving corporation is:



                    NAME              RESIDENTIAL ADDRESS              POST OFFICE ADDRESS
                                                             
President:      John W. Casella      67 Ives Avenue                   Casella Waste Systems, Inc.
   *                                 Rutland, VT 05701                25 Greens Hill Lane
                                                                      Rutland, VT 05701
Treasurer:      Douglas R. Casella   3 Stonehollow Road               Casella Waste Systems, Inc.
                                     Mendon, VT 05701                 25 Greens Hill Lane
                                                                      Rutland, VT 05701
Clerk:          James W. Bohlig      Russellville Road                Casella Waste Systems, Inc.
                                     Box 1043                         25 Greens Hill Lane
                                     Cuttingsville, VT 05738          Rutland, VT 05701
Directors:      John W. Casella      67 Ives Avenue                   Casella Waste Systems, Inc.
                                     Rutland, VT 05701                25 Greens Hill Lane
                                                                      Rutland, VT 05701
                Douglas R. Casella   3 Stonehollow Road               Casella Waste Systems, Inc.
                                     Mendon, VT 05701                 25 Greens Hill Lane
                                                                      Rutland, VT 05701
                James W. Bohlig      Russellville Road                Casella Waste Systems, Inc.
                                     Box 1043                         25 Greens Hill Lane
                                     Cuttingsville, VT 05738          Rutland, VT 05701
Vice President
And Assistant
Clerk:          Jerry Cifor          Manchester West Road             Casella Waste Systems, Inc.
                                     Manchester, VT 05254             25 Greens Hill Lane
                                                                      Rutland, VT 05701



(c)  The fiscal year (i.e. tax year) of the * / *surviving corporation shall end
     on the last day of the month of: December

(d)  The name and business address of the resident agent, if any, of the
     * / *surviving corporation is:
          c/o CT Corporation, 2 Oliver Street, Boston, MA 02109

The undersigned officers of the several constituent corporations listed above
further state under the penalties of perjury as to their respective corporations
that the agreement of * / *merger has been duly executed on behalf of such
corporation and duly approved by the stockholders of such corporation in the
manner required by General Laws, Chapter 156B, Section 78.

/s/ Jerry S. Cifor                                             */*Vice President
- ------------------
/s/ Jerry S. Cifor                                            */*Assistant Clerk
- ------------------
of RRCC Acquisition, Inc.
   -----------------------------------------------------------------------------
                        (NAME OF CONSTITUENT CORPORATION)

/s/ [ILLEGIBLE]                                       *President/*Vice President
- ---------------
/s/ [ILLEGIBLE]                                          *Clerk/*Assistant Clerk
- ---------------
of ReSource Recovery of Cape Cod, Inc.
   -----------------------------------------------------------------------------
                        (NAME OF CONSTITUENT CORPORATION)

*DELETE THE INAPPLICABLE WORDS.


665591
                        THE COMMONWEALTH OF MASSACHUSETTS

                             ARTICLES OF * / *MERGER
                    (GENERAL LAWS, CHAPTER 156B, SECTION 78)

================================================================================

I hereby approve the within Articles of *Consolidation / *Merger and, the filing
fee in the amount of $250.00, having been paid, said articles are deemed to have
been filed with me this 1st day of JULY, 1999.

EFFECTIVE DATE: _____________________________________________

                                              A TRUE COPY ATTEST

                                              /s/ William Francis Galvin
                                              --------------------------
                                              WILLIAM FRANCIS GALVIN
                                              SECRETARY OF THE COMMONWEALTH
                                              DATE 6/6/02 CLERK /s/ [ILLEGIBLE]

                           /s/ William Francis Galvin

                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH

                         TO BE FILLED IN BY CORPORATION
                      PHOTOCOPY OF DOCUMENT TO BE SENT TO:

                               Donna A. Pace
                               Corporate Paralegal
                               Hale and Dorr LLP
                               60 State Street
                               Boston, MA 02109
                    Telephone: (617) 526-5179



                                                                   Exhibit 3.106


                                                    Effective as of July 1, 1999


                                     BY-LAWS

                                       OF

                              RESOURCE RECOVERY OF
                                 CAPE COD, INC.



                                     BY-LAWS

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            
ARTICLE 1 - Stockholders.....................................................  1
    1.1     Place of Meetings................................................  1
    1.2     Annual Meeting...................................................  1
    1.3     Special Meetings.................................................  1
    1.4     Notice of Meetings...............................................  2
    1.5     Quorum...........................................................  2
    1.6     Adjournments.....................................................  2
    1.7     Voting and Proxies...............................................  2
    1.8     Action at Meeting................................................  3
    1.9     Action without Meeting...........................................  3

ARTICLE 2 - Directors........................................................  3
    2.1     Powers...........................................................  3
    2.2     Number, Election and Qualification...............................  3
    2.3     Enlargement of the Board.........................................  4
    2.4     Tenure...........................................................  4
    2.5     Vacancies........................................................  4
    2.6     Resignation......................................................  4
    2.7     Removal..........................................................  4
    2.8     Regular Meetings.................................................  4
    2.9     Special Meetings.................................................  4
    2.10    Meetings by Telephone Conference Calls...........................  5
    2.11    Notice of Special Meetings.......................................  5
    2.12    Quorum...........................................................  5
    2.13    Action at Meeting................................................  5
    2.14    Action by Consent................................................  5
    2.15    Committees.......................................................  5
    2.16    Compensation of Directors........................................  6

ARTICLE 3 - Officers.........................................................  6
    3.1     Enumeration......................................................  6
    3.2     Election.........................................................  6
    3.3     Qualification....................................................  6
    3.4     Tenure...........................................................  6
    3.5     Resignation and Removal..........................................  7
    3.6     Vacancies........................................................  7
    3.7     Chairman of the Board and Vice-Chairman of the Board.............  7
    3.8     President........................................................  7


                                       -i-


                                                                           
    3.9     Vice Presidents..................................................  8
    3.10    Treasurer and Assistant Treasurers...............................  8
    3.11    Clerk and Assistant Clerks.......................................  8
    3.12    Secretary and Assistant Secretaries..............................  9
    3.13    Salaries.........................................................  9

ARTICLE 4 - Capital Stock....................................................  9
    4.1     Issue of Capital Stock...........................................  9
    4.2     Certificate of Stock.............................................  9
    4.3     Transfers........................................................ 10
    4.4     Record Date...................................................... 10
    4.5     Replacement of Certificates...................................... 11

ARTICLE 5 - Miscellaneous Provisions......................................... 11
    5.1     Fiscal Year...................................................... 11
    5.2     Seal............................................................. 11
    5.3     Voting of Securities............................................. 11
    5.4     Corporate Records................................................ 11
    5.5     Evidence of Authority............................................ 12
    5.6     Articles of Organization......................................... 12
    5.7     Severability..................................................... 12
    5.8     Pronouns......................................................... 12

ARTICLE 6 - Amendments....................................................... 12



                                      -ii-



                                     BY-LAWS

                                       OF

                             RRCC ACQUISITION, INC.

                            ARTICLE 1 - STOCKHOLDERS

     1.1    PLACE OF MEETINGS. All meetings of stockholders shall be held within
the Commonwealth of Massachusetts unless the Articles of Organization permit the
holding of stockholders' meetings outside Massachusetts, in which event such
meetings may be held either within or without Massachusetts. Meetings of
stockholders shall be held at the principal office of the corporation unless a
different place is fixed by the Board of Directors or the President and stated
in the notice of the meeting.

     1.2    ANNUAL MEETING. The annual meeting of stockholders shall be held
within six months after the end of each fiscal year of the corporation on a date
to be fixed by the Board of Directors or the President (which date shall not be
a legal holiday in the place where the meeting is to be held) at the time and
place to be fixed by the Board of Directors or the President and stated in the
notice of the meeting. The purposes for which the annual meeting is to be held,
in addition to those prescribed by law, by the Articles of Organization or by
these By-Laws, may be specified by the Board of Directors or the President. If
no annual meeting is held in accordance with the foregoing provisions, a special
meeting may be held in lieu of the annual meeting, and any action taken at that
special meeting shall have the same effect as if it had been taken at the annual
meeting, and in such case all references in these By-Laws to the annual meeting
of stockholders shall be deemed to refer to such special meeting.

     1.3    SPECIAL MEETINGS. Special meetings of stockholders may be called by
the President or by the Board of Directors. In addition, upon written
application of one or more stockholders who are entitled to vote and who hold at
least the Required Percentage (as defined below) of the capital stock entitled
to vote at the meeting, special meetings shall be called by the Clerk, or in
case of the death, absence, incapacity or refusal of the Clerk, by any other
officer.

     For purposes of this Section 1.3, the "Required Percentage" shall be (i)
10% at any time at which the corporation shall not have a class of voting stock
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and (ii) 80% or such lesser percentage as shall constitute the maximum
percentage



permitted by law for this purpose at any time at which the corporation shall
have a class of voting stock registered under the Exchange Act.

     1.4    NOTICE OF MEETINGS. A written notice of each meeting of
stockholders, stating the place, date and hour thereof, and the purposes for
which the meeting is to be held, shall be given by the Clerk, Assistant Clerk or
other person calling the meeting at least seven days before the meeting to each
stockholder entitled to vote at the meeting and to each stockholder who by law,
by the Articles of Organization or by these By-Laws is entitled to such notice,
by leaving such notice with him or at his residence or usual place of business,
or by mailing it postage prepaid and addressed to him at his address as it
appears in the records of the corporation. Whenever any notice is required to be
given to a stockholder by law, by the Articles of Organization or by these
By-Laws, no such notice need be given if a written waiver of notice, executed
before or after the meeting by the stockholder or his authorized attorney, is
filed with the records of the meeting.

     1.5    QUORUM. Unless the Articles of Organization otherwise provide, the
holders of a majority of the number of shares of the stock issued, outstanding
and entitled to vote on any matter shall constitute a quorum with respect to
that matter, except that if two or more classes of stock are outstanding and
entitled to vote as separate classes, then in the case of each such class a
quorum shall consist of the holders of a majority of the number of shares of the
stock of that class issued, outstanding and entitled to vote. Shares owned
directly or indirectly by the corporation shall not be counted in determining
the total number of shares outstanding for this purpose.

     1.6    ADJOURNMENTS. Except as provided in Section 1.3 hereof, any meeting
of stockholders may be adjourned to any other time and to any other place at
which a meeting of stockholders may be held under these By-Laws by the
stockholders present or represented at the meeting, although less than a quorum,
or by any officer entitled to preside or to act as clerk of such meeting, if no
stockholder is present. It shall not be necessary to notify any stockholder of
any adjournment. Any business which could have been transacted at any meeting of
the stockholders as originally called may be transacted at any adjournment of
the meeting.

     1.7    VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
by the Articles of Organization. Stockholders may vote either in person or by
written proxy dated not more than six months before the meeting named in the
proxy. Proxies shall be filed with the clerk of the meeting, or of any adjourned
meeting, before being voted. Except as otherwise limited by their terms, a proxy
shall entitle the persons named in the proxy to vote at any adjournment of such
meeting, but shall not be valid after final adjournment of such meeting. A proxy
with respect to stock held in the name

                                       -2-


of two or more persons shall be valid if executed by any one of them, unless at
or prior to exercise of the proxy the corporation receives a specific written
notice to the contrary from any one of them. A proxy purported to be executed by
or on behalf of a stockholder shall be deemed valid unless challenged at or
prior to its exercise.

     1.8    ACTION AT MEETING. When a quorum is present at any meeting, the
holders of shares of stock representing a majority of the votes cast on a matter
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of shares of stock of
that class representing a majority of the votes cast on a matter), shall decide
any matter to be voted on by the stockholders, except when a different vote is
required by law, the Articles of Organization or these By-Laws. When a quorum is
present at any meeting, any election by stockholders shall be determined by a
plurality of the votes cast on the election. No ballot shall be required for
such election unless requested by a stockholder present or represented at the
meeting and entitled to vote in the election. The corporation shall not directly
or indirectly vote any share of its own stock.

     1.9    ACTION WITHOUT MEETING. Any action required or permitted to be taken
at any meeting of the stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action in writing and
the written consents are filed with the records of the meetings of stockholders.
Each such consent shall be treated for all purposes as a vote at a meeting.

                              ARTICLE 2 - DIRECTORS

     2.1    POWERS. The business of the corporation shall be managed by a Board
of Directors, who may exercise all the powers of the corporation except as
otherwise provided by law, by the Articles of Organization or by these By-Laws.
In the event of a vacancy in the Board of Directors, the remaining Directors,
except as otherwise provided by law, may exercise the powers of the full Board
until the vacancy is filled.

     2.2    NUMBER, ELECTION AND QUALIFICATION. The number of Directors which
shall constitute the whole Board of Directors shall be determined by vote of the
stockholders or the Board of Directors, but shall consist of not less than three
Directors (except that whenever there shall be only two stockholders the number
of Directors shall be not less than two and whenever there shall be only one
stockholder or prior to the issuance of any stock, there shall be at least one
Director). The number of Directors may be decreased at any time and from time to
time either by the stockholders or by a majority of the Directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more Directors. The
Directors shall be elected at the annual meeting

                                       -3-


of stockholders by such stockholders as have the right to vote on such election.
No Director need be a stockholder of the corporation.

     2.3    ENLARGEMENT OF THE BOARD. The number of Directors may be increased
at any time and from time to time by the stockholders or by a majority of the
Directors then in office.

     2.4    TENURE. Each Director shall hold office until the next annual
meeting of stockholders and until his successor is elected and qualified, or
until his earlier death, resignation or removal.

     2.5    VACANCIES. Unless and until filled by the stockholders, any vacancy
in the Board of Directors, however occurring, including a vacancy resulting from
an enlargement of the Board, may be filled by vote of a majority of the
Directors present at any meeting of Directors at which a quorum is present. Each
such successor shall hold office for the unexpired term of his predecessor and
until his successor is chosen and qualified or until his earlier death,
resignation or removal.

     2.6    RESIGNATION. Any Director may resign by delivering his written
resignation to the corporation at its principal office or to the President or
Clerk. Such resignation shall be effective upon receipt unless it is specified
to be effective at some other time or upon the happening of some other event.

     2.7    REMOVAL. A Director may be removed from office with or without cause
by vote of the holders of a majority of the shares entitled to vote in the
election of Directors. However, the Directors elected by the holders of a
particular class or series of stock may be removed from office with or without
cause only by vote of the holders of a majority of the outstanding shares of
such class or series. In addition, a Director may be removed from office for
cause by vote of a majority of the Directors then in office. A Director may be
removed for cause only after reasonable notice and opportunity to be heard
before the body proposing to remove him.

     2.8    REGULAR MEETINGS. Regular meetings of the Directors may be held
without call or notice at such places, within or without Massachusetts, and at
such times as the Directors may from time to time determine, provided that any
Director who is absent when such determination is made shall be given notice of
the determination. A regular meeting of the Directors may be held without a call
or notice immediately after and at the same place as the annual meeting of
stockholders.

     2.9    SPECIAL MEETINGS. Special meetings of the Directors may be held at
any time and place, within or without Massachusetts, designated in a call by the
Chairman of the Board, President, Treasurer, two or more Directors or by one
Director in the event that there is only a single Director in office.

                                       -4-


     2.10   MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors or members of any
committee designated by the Directors may participate in a meeting of the
Directors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting.

     2.11   NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of the
Directors shall be given to each Director by the Secretary or Clerk or by the
officer or one of the Directors calling the meeting. Notice shall be duly given
to each Director (i) by notice given to such Director in person or by telephone
at least 48 hours in advance of the meeting, (ii) by sending a telegram or
telex, or by delivering written notice by hand, to his last known business or
home address at least 48 hours in advance of the meeting, or (iii) by mailing
written notice to his last known business or home address at least 72 hours in
advance of the meeting. Notice need not be given to any Director if a written
waiver of notice, executed by him before or after the meeting, is filed with the
records of the meeting, or to any Director who attends the meeting without
protesting prior to the meeting or at its commencement the lack of notice to
him. A notice or waiver of notice of a Directors' meeting need not specify the
purposes of the meeting. If notice is given in person or by telephone, an
affidavit of the Secretary, Clerk, officer or Director who gives such notice
that the notice has been duly given shall, in the absence of fraud, be
conclusive evidence that such notice was duly given.

     2.12   QUORUM. At any meeting of the Board of Directors, a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time without further notice.

     2.13   ACTION AT MEETING. At any meeting of the Board of Directors at which
a quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, by the Articles
of Organization or by these By-Laws.

     2.14   ACTION BY CONSENT. Any action required or permitted to be taken at
any meeting of the Board of Directors may be taken without a meeting if all the
Directors consent to the action in writing and the written consents are filed
with the records of the Directors' meetings. Each such consent shall be treated
for all purposes as a vote at a meeting.

     2.15   COMMITTEES. The Board of Directors may, by vote of a majority of the
Directors then in office, elect from their number an executive committee or
other committees and may by like vote delegate to committees so elected some or
all of their powers to the extent permitted by law. Except as the Board of
Directors may otherwise determine, any such committee may make rules for the
conduct of its

                                       -5-


business, but unless otherwise provided by the Directors or in such rules, its
business shall be conducted as nearly as possible in the same manner as is
provided by these By-Laws for the Directors. The Board of Directors shall have
the power at any time to fill vacancies in any such committee, to change its
membership or to discharge the committee.

     2.16   COMPENSATION OF DIRECTORS. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at
meetings as the Board of Directors may from time to time determine. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.

                              ARTICLE 3 - OFFICERS

     3.1    ENUMERATION. The officers of the corporation shall consist of a
President, a Treasurer, a Clerk and such other officers with such other titles
as the Board of Directors may determine, including, but not limited to, a
Chairman of the Board, a Vice Chairman of the Board, a Secretary and one or more
Vice Presidents, Assistant Treasurers, Assistant Clerks and Assistant
Secretaries.

     3.2    ELECTION. The President, Treasurer and Clerk shall be elected
annually by the Board of Directors at their first meeting following the annual
meeting of stockholders. Other officers may be chosen or appointed by the Board
of Directors at such meeting or at any other meeting.

     3.3    QUALIFICATION. Neither the President nor any other officer need be a
director or stockholder. Any two or more offices may be held by the same person.
The Clerk shall be a resident of Massachusetts unless the corporation has a
resident agent appointed for the purpose of service of process. Any officer may
be required by the Directors to give bond for the faithful performance of his
duties to the corporation in such amount and with such sureties as the Directors
may determine. The premiums for such bonds may be paid by the corporation.

     3.4    TENURE. Except as otherwise provided by law, by the Articles of
Organization or by these By-Laws, the President, Treasurer and Clerk shall hold
office until the first meeting of the Directors following the next annual
meeting of stockholders and until their respective successors are chosen and
qualified; and all other officers shall hold office until the first meeting of
the Directors following the annual meeting of stockholders, unless a different
term is specified in the vote choosing or appointing them, or until his earlier
death, resignation or removal.

                                       -6-


     3.5    RESIGNATION AND REMOVAL. Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
President, Clerk or Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of Directors then in office. An officer may be
removed for cause only after reasonable notice and opportunity to be heard by
the Board of Directors prior to action thereon.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or the year or
otherwise, unless such compensation is expressly provided in a duly authorized
written agreement with the corporation.

     3.6    VACANCIES. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Clerk. Each such successor shall hold office for the unexpired term of his
predecessor and until his successor is chosen and qualified, or until he sooner
dies, resigns or is removed.

     3.7    CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD. The Board of
Directors may appoint a Chairman of the Board and may designate him as Chief
Executive Officer. If the Board of Directors appoints a Chairman of the Board,
he shall perform such duties and possess such powers as are assigned to him by
the Board of Directors. If the Board of Directors appoints a Vice-Chairman of
the Board, he shall, in the absence or disability of the Chairman of the Board,
perform the duties and exercise the powers of the Chairman of the Board and
shall perform such other duties and possess such other powers as may from time
to time be vested in him by the Board of Directors.

     3.8    PRESIDENT. The President shall, subject to the direction of the
Board of Directors, have general charge and supervision of the business of the
corporation. Unless otherwise provided by the Board of Directors, he shall
preside at all meetings of the stockholders and, if he is a Director, at all
meetings of the Board of Directors. Unless the Board of Directors has designated
the Chairman of the Board or another officer as Chief Executive Officer, the
President shall be the Chief Executive Officer of the corporation. The President
shall perform such other duties and shall possess such other powers as the Board
of Directors may from time to time prescribe.

                                       -7-


     3.9    VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the President may from time to
time prescribe. In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and when so performing shall have all the powers of and
be subject to all the restrictions upon the President. The Board of Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President or any other title selected by the Board of Directors.

     3.10   TREASURER AND ASSISTANT TREASURES. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned to him by
the Board of Directors or the President. In addition, the Treasurer shall
perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-Laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the President or the Treasurer may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.

     3.11   CLERK AND ASSISTANT CLERKS. The Clerk shall perform such duties and
shall possess such powers as the Board of Directors or the President may from
time to time prescribe. In addition, the Clerk shall perform such duties and
have such powers as are incident to the office of the clerk, including without
limitation the duty and power to give notices of all meetings of stockholders
and special meetings of the Board of Directors, to attend all meetings of
stockholders and the Board of Directors and keep a record of the proceedings, to
maintain a stock ledger and prepare lists of stockholders and their addresses as
required, to be custodian of corporate records and the corporate seal and to
affix and attest to the same on documents.

     Any Assistant Clerk shall perform such duties and possess such powers as
the Board of Directors, the President or the Clerk may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Clerk, the Assistant Clerk (or if there shall be more than one, the Assistant
Clerks in the order determined by the Board of Directors) shall perform the
duties and exercise the powers of the Clerk.

                                       -8-


     In the absence of the Clerk or any Assistant Clerk at any meeting of
stockholders or Directors, the person presiding at meeting shall designate a
temporary clerk to keep a record of the meeting.

     3.12   SECRETARY AND ASSISTANT SECRETARIES. If a Secretary is appointed, he
shall attend all meetings of the Board of Directors and shall keep a record of
the meetings of the Directors. He shall, when required, notify the Directors of
their meetings, and shall possess such other powers and shall perform such other
duties as the Board of Directors or the President may from time to time
prescribe.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the President or the Secretary may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

     3.13   SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                            ARTICLE 4 - CAPITAL STOCK

     4.1    ISSUE OF CAPITAL STOCK. Unless otherwise voted by the stockholders,
the whole or any part of any unissued balance of the authorized capital stock of
the corporation or the whole or any part of the capital stock of the corporation
held in its treasury may be issued or disposed of by vote of the Board of
Directors, in such manner, for such consideration and on such terms as the
Directors may determine.

     4.2    CERTIFICATE OF STOCK. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may be
prescribed from time to time by the Directors. The certificate shall be signed
by the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, but when a certificate is countersigned by a transfer agent or a
registrar, other than a Director, officer or employee of the corporation, such
signature may be a facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the time of its
issue.

     Every certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Articles of Organization, the By-Laws, applicable
securities laws or any agreement to which the corporation is a party, shall have
conspicuously

                                       -9-


noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restrictions and a statement
that the corporation will furnish a copy of the restrictions to the holder of
such certificate upon written request and without charge. Every certificate
issued when the corporation is authorized to issue more than one class or series
of stock shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class and series authorized to be issued or a statement of
the existence of such preferences, powers, qualifications and rights and a
statement that the corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.

     4.3    TRANSFERS. Subject to the restrictions, if any, stated or noted on
the stock certificates, shares of stock may be transferred on the books of the
corporation by the surrender to the corporation or its transfer agent of the
certificate representing such shares properly endorsed or accompanied by a
written assignment or power of attorney properly executed, and with such proof
of authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Articles of Organization or by these By-Laws, the corporation shall be entitled
to treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to vote
with respect thereto, regardless of any transfer, pledge or other disposition of
such stock until the shares have been transferred on the books of the
corporation in accordance with the requirements of these By-Laws.

     It shall be the duty of each stockholder to notify the corporation of his
post office address and of his taxpayer identification number.

     4.4    RECORD DATE. The Board of Directors may fix in advance a time not
more than 60 days preceding the date of any meeting of stockholders or the date
for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders may
be effectively expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such meeting, and any
adjournment, or the right to receive such dividend or distribution or the right
to give such consent or dissent. In such case only stockholders of record on
such record date shall have such right, notwithstanding any transfer of stock on
the books of the corporation after the record date. Without fixing such record
date the Directors may for any of such purposes close the transfer books for all
or any part of such period.

     If no record date is fixed and the transfer books are not closed, the
record date for determining the stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
before the day on which notice is given, and the record date for determining the
stockholders for any other

                                      -10-


purpose shall be at the close of business on the day on which the Board of
Directors acts with respect to such purpose.

     4.5    REPLACEMENT OF CERTIFICATES. In case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate certificate
may be issued in place of the lost, destroyed or mutilated certificate, upon
such terms as the Directors may prescribe, including the presentation of
reasonable evidence of such loss, destruction or mutilation and the giving of
such indemnity as the Directors may require for the protection of the
corporation or any transfer agent or registrar.

                      ARTICLE 5 - MISCELLANEOUS PROVISIONS

     5.1    FISCAL YEAR. Except as otherwise set forth in the Articles of
Organization or as otherwise determined from time to time by the Board of
Directors, the fiscal year of the corporation shall in each year end on
December 31.

     5.2    SEAL. The seal of the corporation shall, subject to alteration by
the Directors, bear its name, the word "Massachusetts" and the year of its
incorporation.

     5.3    VOTING OF SECURITIES. Except as the Board of Directors may otherwise
designate, the President or Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.

     5.4    CORPORATE RECORDS. The original, or attested copies, of the Articles
of Organization, By-Laws and records of all meetings of the incorporators and
stockholders, and the stock records, which shall contain the names of all
stockholders and the record address and the amount of stock held by each, shall
be kept in Massachusetts at the principal office of the corporation, or at an
office of its transfer agent or of the Clerk. These copies and records need not
all be kept in the same office. They shall be available at all reasonable times
for the inspection of any stockholder for any-proper purpose, but not to secure
a list of stockholders for the purpose of selling the list or copies of the list
or of using the list for a purpose other than in the interest of the applicant,
as a stockholder, relative to the affairs of the corporation.

     5.5    EVIDENCE OF AUTHORITY. A certificate by the Clerk or Secretary, or
an Assistant Clerk or Assistant Secretary, or a temporary Clerk or temporary
Secretary, as to any action taken by the stockholders, Directors, any committee
or any officer or representative of the corporation shall as to all persons who
rely on the certificate in good faith be conclusive evidence of such action.

                                      -11-


     5.6    ARTICLES OF ORGANIZATION. All references in these By-Laws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the corporation, as amended and in effect from time to time.

     5.7    SEVERABILITY. Any determination that any provision of these By-Laws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws.

     5.8    PRONOUNS. All pronouns used in these By-Laws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.

                             ARTICLE 6 - AMENDMENTS

     These By-Laws may be amended by vote of the holders of a majority of the
shares of each class of the capital stock at the time outstanding and entitled
to vote at any annual or special meeting of stockholders, if notice of the
substance of the proposed amendment is stated in the notice of such meeting. If
authorized by the Articles of Organization, the Directors, by a majority of
their number then in office, may also make, amend or repeal these By-Laws, in
whole or in part, except with respect to (a) the provisions of these By-Laws
governing (i) the removal of Directors and (ii) the amendment of these By-Laws
and (b) any provision of these By-Laws which by law, the Articles of
Organization or these By-Laws requires action by the stockholders.

     Not later than the time of giving notice of the meeting of stockholders
next following the making, amending or repealing by the Directors of any By-Law,
notice stating the substance of such change shall be given to all stockholders
entitled to vote on amending the By-Laws.

     Any By-Law adopted by the Directors may be amended or repealed by the
stockholders entitled to vote on amending the By-Laws.

                                      -12-




                                                                   Exhibit 3.107

                                STATE OF FLORIDA

                                    [GRAPHIC]

                               DEPARTMENT OF STATE

I certify the attached is a true and correct copy of the Articles of
Incorporation, as amended to date, of RESOURCE RECOVERY SYSTEMS OF SARASOTA,
INC., a corporation organized under the laws of the State of Florida, as shown
by the records of this office.

The document number of this corporation is P94000034723.

                                           Given under my hand and the
                                           Great Seal of the State of Florida
                                           at Tallahassee, the Capitol, this the
                                           Seventeenth day of May, 2002

[SEAL]
CR2EO22 (1-99)

                                                          /s/ Katherine Harris
                                                            Katherine Harris
                                                           Secretary of State



                                                                           FILED

                                                            94 MAY - 9 PM 12:19
                                                            SECRETARY OF STATE
                                                            TALLAHASSEE, FLORIDA

                            ARTICLES OF INCORPORATION

                                       OF

                    SARASOTA COUNTY RECYCLING FACILITY, INC.

     The undersigned incorporator, for the purpose of forming a Corporation for
profit under the Florida Business Corporation Act, hereby adopts the following
Articles of Incorporation:

                                ARTICLE I - NAME

     The name of this Corporation is:

                    SARASOTA COUNTY RECYCLING FACILITY, INC.

                         ARTICLE II - TERM OF EXISTENCE

     The Corporation is to exist perpetually.

                             ARTICLE III - PURPOSES

     The purposes of the Corporation are to engage in any activity or business
permitted under the laws of the United States and the State of Florida.

                           ARTICLE IV - CAPITAL STOCK

     The shares of stock of this Corporation shall consist of only one class.
The number of shares of stock that this Corporation is authorized to have
outstanding at any one time is 1,000 Shares of Common Stock having a par value
of $1.00 per share.



                          ARTICLE V - PRINCIPAL OFFICE

     The address of the principal place of business of this Corporation shall
be:

                                          240 S. Pineapple Avenue
                                          10th Floor
                                          Sarasota, Florida 34236

and, the mailing address of this Corporation shall be:

                                          Post Office Box 49948
                                          Sarasota, Florida 34230-6948

                ARTICLE VI - INITIAL REGISTERED AGENT AND ADDRESS

     The registered agent and street address of the registered office of this
Corporation is:

     Malcolm J. Pitchford                 240 S. Pineapple Avenue
                                          10th Floor
                                          Sarasota, Florida 34236

                             ARTICLE VII - DIRECTORS

     This Corporation shall have one (1) Director initially. The number of
Directors may be changed from time to time by Bylaws adopted by the
Shareholders. The name and address of each member of the first Board of
Directors is:

     Malcolm J. Pitchford                 240 S. Pineapple Avenue
                                          10th Floor
                                          Sarasota, Florida 34236

                            ARTICLE VIII - AMENDMENT

     These Articles of Incorporation may be amended in certain instances by the
Board of Directors as provided by statute and in certain instances by
resolutions adopted by the Board of Directors,

                                        2



proposed by them to the Shareholders and approved at a Shareholders Meeting by a
majority of the stock entitled to vote thereon.

                            ARTICLE IX - INCORPORATOR

     The name and street address of each incorporator to these Articles of
Incorporation is:

     Malcolm J. Pitchford                 240 S. Pineapple Avenue
                                          10th Floor
                                          Sarasota, Florida 34236

     The undersigned has executed these Articles this 6th day of May, 1994.

                                          /s/ Malcolm J. Pitchford
                                          --------------------------------------
                                          Malcolm J. Pitchford

                                                    "INCORPORATOR"

     Having been named as Registered Agent and to accept service of process for
SARASOTA COUNTY RECYCLING FACILITY, INC. at the place designated in the
Articles, I hereby accept the appointment as Registered Agent and agree to act
in this capacity. I further agree to comply with the provisions of all statutes
relating to the proper and complete performance of my duties, and I am familiar
with and accept the obligations of my position as Registered Agent.

5/6/94                                    /s/ Malcolm J. Pitchford
- ------------                              --------------------------------------
Date                                      Malcolm J. Pitchford
                                          Registered Agent

                                        3


                                                                     FILED
                                                              94 AUG 22 PM 2:30

                                                              SECRETARY OF STATE
                                                             TALLAHASSEE FLORIDA


                              ARTICLES OF AMENDMENT

                        TO THE ARTICLES OF INCORPORATION

                                       OF

                    SARASOTA COUNTY RECYCLING FACILITY, INC.

     The undersigned, Elizabeth H. Karter, certifies that:

     1.   She is the President of Sarasota County Recycling Facility, Inc., a
Florida corporation, whose Articles of Incorporation were filed with the
Secretary of State, State of Florida, on May 9, 1994.

     2.   The following amendment to the Articles of Incorporation was
unanimously adopted and approved by the Board of Directors and by the
Shareholders, at a special joint meeting, duly called for the purpose of
adopting this Amendment and held on May 9, 1994 at 4:30 p.m. at which a majority
of the Directors and Shareholders were present and voting thereat. The number of
votes cast by the shareholders were sufficient for approval.

     3.   ARTICLE I of the Articles of Incorporation is hereby amended in its
entirety to read as follows:

                                "ARTICLE I - NAME

     The name of this Corporation is:

                   RESOURCE RECOVERY SYSTEMS OF SARASOTA, INC.

     IN WITNESS WHEREOF, the undersigned President of the Corporation has
executed these Articles of Amendment this tenth day of August, 1994.

                                          /s/ Elizabeth H. Karter
                                          --------------------------------------
                                          Elizabeth H. Karter, President



                                                                   Exhibit 3.108

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                   RESOURCE RECOVERY SYSTEMS OF SARASOTA, INC.



                          AMENDED AND RESTATED BY-LAWS

                                TABLE OF CONTENTS



                                                                      Page
                                                                      ----
                                                                      
ARTICLE I STOCKHOLDERS...................................................1
 1.1      Place of Meetings..............................................1
 1.2      Annual Meeting.................................................1
 1.3      Special Meetings...............................................1
 1.4      Notice of Meetings.............................................1
 1.5      Voting List....................................................2
 1.6      Quorum.........................................................2
 1.7      Adjournments...................................................2
 1.8      Voting and Proxies.............................................2
 1.9      Action at Meeting..............................................2
 1.10     Conduct of Meetings............................................3
 1.11     Action without Meeting.........................................3

ARTICLE II DIRECTORS.....................................................4
 2.1      General Powers.................................................4
 2.2      Number; Election and Qualification ............................4
 2.3      Enlargement of the Board.......................................4
 2.4      Tenure.........................................................4
 2.5      Vacancies........................................... ..........4
 2.6      Resignation....................................................5
 2.7      Regular Meetings...............................................5
 2.8      Special Meetings...............................................5
 2.9      Notice of Special Meetings.....................................5
 2.10     Meetings by Conference Communications Equipment................5
 2.11     Quorum.........................................................5
 2.12     Action at Meeting..............................................6
 2.13     Action by Consent..............................................6
 2.14     Removal........................................................6
 2.15     Committees.....................................................6
 2.16     Compensation of Directors......................................6

ARTICLE III OFFICERS.....................................................7
 3.1      Titles.........................................................7
 3.2      Election.......................................................7
 3.3      Qualification..................................................7
 3.4      Tenure.........................................................7
 3.5      Resignation and Removal........................................7
 3.6      Vacancies......................................................7


                                      - i -


                                                                     
 3.7      Chairman of the Board......................................... 8
 3.8      President; Chief Executive Officer.............................8
 3.9      Vice Presidents............................................... 8
 3.10     Secretary and Assistant Secretaries............................8
 3.11     Treasurer and Assistant Treasurers.............................9
 3.12     Salaries.......................................................9

ARTICLE IV CAPITAL STOCK.................................................9
 4.1      Issuance of Stock..............................................9
 4.2      Certificates of Stock..........................................9
 4.3      Transfers.....................................................10
 4.4      Lost, Stolen or Destroyed Certificates........................10
 4.5      Record Date...................................................10

ARTICLE V GENERAL PROVISIONS............................................11
 5.1      Fiscal Year...................................................11
 5.2      Corporate Seal................................................11
 5.3      Waiver of Notice..............................................11
 5.4      Voting of Securities..........................................11
 5.5      Evidence of Authority.........................................12
 5.6      Certificate of Incorporation..................................12
 5.7      Transactions with Interested Parties..........................12
 5.8      Severability..................................................12
 5.9      Pronouns......................................................13

ARTICLE VI AMENDMENTS...................................................13
 6.1      By the Board of Directors.....................................13
 6.2      By the Stockholders...........................................13



                                     - ii -


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                   RESOURCE RECOVERY SYSTEMS OF SARASOTA, INC.


                                   ARTICLE I

                                  STOCKHOLDERS

     1.1   PLACE OF MEETINGS. All meetings of stockholders shall be held at such
place as may be designated from time to time by the Board of Directors, the
Chairman of the Board or the President or, if not so designated, at the
principal office of the corporation.

     1.2   ANNUAL MEETING. Unless directors are elected by consent in lieu of an
annual meeting, the annual meeting of stockholders for the election of directors
and for the transaction of such other business as may properly be brought before
the meeting shall be held during the month of March on a date and at a time
designated by the Board of Directors, the Chairman of the Board or the President
(which date shall not be a legal holiday in the place where the meeting is to be
held). If no annual meeting is held in accordance with the foregoing provisions,
a special meeting may be held in lieu of the annual meeting, and any action
taken at that special meeting shall have the same effect as if it had been taken
at the annual meeting, and in such case all references in these By-laws to the
annual meeting of the stockholders shall be deemed to refer to such special
meeting.

     1.3   SPECIAL MEETINGS. Special meetings of stockholders for any purpose or
purposes may be called at any time by the Board of Directors, the Chairman of
the Board or the President, but such special meetings may not be called by any
other person or persons. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.

     1.4   NOTICE OF MEETINGS. Except as otherwise provided by law, written
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and time of the meeting and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting. The notice of a special meeting
shall state, in addition, the purpose or purposes for which the meeting is
called. If notice is given by mail, such notice shall be deemed given when
deposited in the United States mail, postage prepaid,



directed to the stockholder at such stockholder's address as it appears on the
records of the corporation.

     1.5   VOTING LIST. The Secretary shall prepare, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. The list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

     1.6   QUORUM. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. A quorum, once established at a meeting,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum.

     1.7   ADJOURNMENTS. Any meeting of stockholders may be adjourned from time
to time to any other time and to any other place at which a meeting of
stockholders may be held under these By-laws by the stockholders present or
represented at the meeting and entitled to vote, although less than a quorum,
or, if no stockholder is present, by any officer entitled to preside at or to
act as secretary of such meeting. At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.

     1.8   VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder, unless
otherwise provided by law or the Certificate of Incorporation. Each stockholder
of record entitled to vote at a meeting of stockholders, or to express consent
or dissent to corporate action without a meeting, may vote or express such
consent or dissent in person or may authorize another person or persons to vote
or act for such stockholder by a proxy executed and delivered to the Secretary
of the corporation. No such proxy shall be voted or acted upon after six months
from the date of its execution, unless the proxy expressly provides for a longer
period.

     1.9   ACTION AT MEETING. When a quorum is present at any meeting, any
matter other than the election of directors to be voted upon by the stockholders
at such meeting shall be decided by the vote of the holders of shares of stock
having a majority of the votes cast by the holders of all of the shares of stock
present or represented and voting on such matter (or if there are two or more
classes of stock entitled to vote as separate classes, then in the case of each
such class, the holders of a majority of the stock of that class present or
represented and voting on such matter), except when a different vote is required
by law, the Certificate of Incorporation or these By-Laws. When a quorum is
present at any meeting, any election by stockholders of directors shall be
determined by a plurality of the votes cast on the election.

                                      - 2 -


     1.10  CONDUCT OF MEETINGS.

           (a)  CHAIRMAN OF MEETING. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in the Chairman's absence by the
Vice Chairman of the Board, if any, or in the Vice Chairman's absence by the
President, or in the President's absence by a Vice President, or in the absence
of all of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen by vote of
the stockholders at the meeting. The Secretary shall act as secretary of the
meeting, but in the Secretary's absence the chairman of the meeting may appoint
any person to act as secretary of the meeting.

           (b)  RULES, REGULATIONS AND PROCEDURES. The Board of Directors of the
corporation may adopt by resolution such rules, regulations and procedures for
the conduct of any meeting of stockholders of the corporation as it shall deem
appropriate. Except to the extent inconsistent with such rules, regulations and
procedures as adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the corporation, their duly authorized
and constituted proxies or such other persons as shall be determined; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with the rules of parliamentary procedure.

     1.11  ACTION WITHOUT MEETING.

           (a)  TAKING OF ACTION BY CONSENT. Any action required or permitted to
be taken at any annual or special meeting of stockholders of the corporation may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted. Except as otherwise
provided by the Certificate of Incorporation, stockholders may act by written
consent to elect directors; provided, however, that, if such consent is less
than unanimous, such action by written consent may be in lieu of holding an
annual meeting only if all of the directorships to which directors could be

                                      - 3 -


elected at an annual meeting held at the effective time of such action are
vacant and are filled by such action.

           (b)  NOTICE OF TAKING OF CORPORATE ACTION. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing
and who, if the action had been taken at a meeting, would have been entitled to
notice of the meeting if the record date for such meeting had been the date that
written consents signed by a sufficient number of holders to take the action
were delivered to the corporation.

                                   ARTICLE II

                                    DIRECTORS

     2.1   GENERAL POWERS. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law, the
Certificate of Incorporation or these By-laws. In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board until the vacancy is filled.

     2.2   NUMBER; ELECTION AND QUALIFICATION. The number of directors which
shall constitute the whole Board of Directors shall be determined from time to
time by resolution of the stockholders or the Board of Directors, but in no
event shall be less than one. The number of directors may be decreased at any
time and from time to time either by the stockholders or by a majority of the
directors then in office, but only to eliminate vacancies existing by reason of
the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote on such election. Directors need
not be stockholders of the corporation.

     2.3   ENLARGEMENT OF THE BOARD. The number of directors may be increased at
any time and from time to time by the stockholders or by a majority of the
directors then in office.

     2.4   TENURE. Each director shall hold office until the next annual meeting
and until a successor is elected and qualified, or until such director's earlier
death, resignation or removal.

     2.5   VACANCIES. Unless and until filled by the stockholders, any vacancy
in the Board of Directors, however occurring, including a vacancy resulting from
an enlargement of the Board, may be filled by vote of a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. A director elected to fill a vacancy shall be elected for the
unexpired term of such director's predecessor in office, and a director chosen
to fill a position resulting from an increase in the number of directors shall
hold office until the next

                                      - 4 -


annual meeting of stockholders and until a successor is elected and qualified,
or until such director's earlier death, resignation or removal.

     2.6   RESIGNATION. Any director may resign by delivering a resignation in
writing or by electronic transmission to the corporation at its principal office
or to the Chairman of the Board, the President or the Secretary. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some later time or upon the happening of some later event.

     2.7   REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall be determined from time to
time by the Board of Directors; provided that any director who is absent when
such a determination is made shall be given notice of the determination. A
regular meeting of the Board of Directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

     2.8   SPECIAL MEETINGS. Special meetings of the Board of Directors may be
held at any time and place designated in a call by the Chairman of the Board,
the President, two or more directors, or by one director in the event that there
is only a single director in office.

     2.9   NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be duly given to each
director (i) by giving notice to such director in person or by telephone at
least 24 hours in advance of the meeting, (ii) by sending a telegram or
delivering written notice by hand, to such director's last known business or
home address at least 48 hours in advance of the meeting, or (iii) by sending
written notice, via first-class mail or reputable overnight courier, to such
director's last known business or home address at least 72 hours in advance of
the meeting. A notice or waiver of notice of a meeting of the Board of Directors
need not specify the purposes of the meeting.

     2.10  MEETINGS BY CONFERENCE COMMUNICATIONS EQUIPMENT. Directors may
participate in meetings of the Board of Directors or any committee thereof by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such meeting.

     2.11  QUORUM. A majority of the total number of the whole Board of
Directors shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third of
the number of directors fixed pursuant to Section 2.2 of these By-laws
constitute a quorum. In the absence of a quorum at any such meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice other than announcement at the meeting, until a quorum shall be
present.

                                      - 5 -


     2.12  ACTION AT MEETING. At any meeting of the Board of Directors at which
a quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these By-laws.

     2.13  ACTION BY CONSENT. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent to the action in writing or by electronic transmission, and the written
consents and electronic transmissions are filed with the minutes of proceedings
of the Board or committee.

     2.14  REMOVAL. Any one or more or all of the directors may be removed, with
or without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors, except that the directors elected by the
holders of a particular class or series of stock may be removed without cause
only by vote of the holders of a majority of the outstanding shares of such
class or series.

     2.15  COMMITTEES. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of law, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the corporation to be
affixed to all papers which may require it. Each such committee shall keep
minutes and make such reports as the Board of Directors may from time to time
request. Except as the Board of Directors may otherwise determine, any committee
may make rules for the conduct of its business, but unless otherwise provided by
the directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these By-laws for the Board of
Directors.

     2.16  COMPENSATION OF DIRECTORS. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

                                      - 6 -


                                   ARTICLE III

                                    OFFICERS

     3.1   TITLES. The officers of the corporation shall consist of a President,
a Secretary, a Treasurer and such other officers with such other titles as the
Board of Directors may determine, including a Chairman of the Board, a Vice
Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers,
and Assistant Secretaries. The Board of Directors may appoint such other
officers as it may deem appropriate.

     3.2   ELECTION. The President, Treasurer and Secretary shall be elected
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

     3.3   QUALIFICATION. No officer need be a stockholder. Any two or more
offices may be held by the same person.

     3.4   TENURE. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-laws, each officer shall hold office until such
officer's successor is elected and qualified, unless a different term is
specified in the resolution electing or appointing such officer, or until such
officer's earlier death, resignation or removal.

     3.5   RESIGNATION AND REMOVAL. Any officer may resign by delivering a
written resignation to the corporation at its principal office or to the Chief
Executive Officer or the Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some later time or upon the
happening of some later event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following such officer's resignation or removal, or any right to
damages on account of such removal, whether such officer's compensation be by
the month or by the year or otherwise, unless such compensation is expressly
provided in a duly authorized written agreement with the corporation.

     3.6   VACANCIES. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary. Each such successor shall hold office for the unexpired term of
such officer's predecessor and until a successor is elected and qualified, or
until such officer's earlier death, resignation or removal.

                                      - 7 -


     3.7   CHAIRMAN OF THE BOARD. The Board of Directors may appoint from its
members a Chairman of the Board. If the Board of Directors appoints a Chairman
of the Board, such Chairman shall perform such duties and possess such powers as
are assigned by the Board of Directors and, if the Chairman of the Board is also
designated as the corporation's Chief Executive Officer, shall have the powers
and duties of the Chief Executive Officer prescribed in Section 3.8 of these
By-laws. Unless otherwise provided by the Board of Directors, the Chairman of
the Board shall preside at all meetings of the Board of Directors and
stockholders.

     3.8   PRESIDENT; CHIEF EXECUTIVE OFFICER. Unless the Board of Directors has
designated the Chairman of the Board or another person as the corporation's
Chief Executive Officer, the President shall be the Chief Executive Officer of
the corporation. The Chief Executive Officer shall have general charge and
supervision of the business of the Corporation subject to the direction of the
Board of Directors. The President shall perform such other duties and shall have
such other powers as the Board of Directors and the Chief Executive Officer (if
the Chairman of the Board or another person is serving in such position) may
from time to time prescribe.

     3.9   VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe. In the event of the absence, inability or refusal
to act of the Chief Executive Officer, the President (if the President is not
the Chief Executive Officer), and then the Vice President (or if there shall be
more than one, the Vice Presidents in the order determined by the Board of
Directors), shall perform the duties of the Chief Executive Officer and when so
performing shall have all the powers of and be subject to all the restrictions
upon the Chief Executive Officer. The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.

     3.10  SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the secretary, including without limitation the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary, the Assistant Secretary, (or if there shall be more than one,
the Assistant Secretaries in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

                                      - 8 -


     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the chairman of the meeting shall designate a
temporary secretary to keep a record of the meeting.

     3.11  TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned by the
Board of Directors or the Chief Executive Officer. In addition, the Treasurer
shall perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Treasurer, the Assistant Treasurer, (or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.

     3.12  SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                                   ARTICLE IV

                                  CAPITAL STOCK

     4.1   ISSUANCE OF STOCK. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any shares of the authorized capital stock of the
corporation held in the corporation's treasury may be issued, sold, transferred
or otherwise disposed of by vote of the Board of Directors in such manner, for
such lawful consideration and on such terms as the Board of Directors may
determine.

     4.2   CERTIFICATES OF STOCK. Every holder of stock of the corporation shall
be entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
such holder in the corporation. Each such certificate shall be signed by, or in
the name of the corporation by, the Chairman or Vice-Chairman, if any, of the
Board of Directors, or the President or a Vice President, and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation. Any or all of the signatures on the certificate may be a facsimile.

                                      - 9 -


     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, these By-laws,
applicable securities laws or any agreement among any number of stockholders or
among such holders and the corporation shall have conspicuously noted on the
face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of each certificate representing shares of such
class or series of stock, provided that in lieu of the foregoing requirements
there may be set forth on the face or back of each certificate representing
shares of such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests a copy of the full
text of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

     4.3   TRANSFERS. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of these By-laws.

     4.4   LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may issue a
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.

     4.5   RECORD DATE. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of

                                     - 10 -


any change, conversion or exchange of stock, or for the purpose of any other
lawful action. Such record date shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 10 days after the date of
adoption of a record date for a consent without a meeting, nor more than 60 days
prior to any other action to which such record date relates.

     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. If no record date is fixed, the record date for determining
stockholders entitled to express consent to corporate action without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first consent is properly delivered to the corporation. If no record
date is fixed, the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating to such purpose.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                                    ARTICLE V

                               GENERAL PROVISIONS

     5.1   FISCAL YEAR. Except as from time to time otherwise designated by the
Board of Directors, the fiscal year of the corporation shall begin on the first
day of May of each year and end on the last day of April in each year.

     5.2   CORPORATE SEAL. The corporate seal shall be in such form as shall be
approved by the Board of Directors.

     5.3   WAIVER OF NOTICE. Whenever notice is required to be given by law, by
the Certificate of Incorporation or by these By-laws, a written waiver, signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before, at or after the time stated in such
notice, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     5.4   VOTING OF SECURITIES. Except as the Board of Directors may otherwise
designate, the President or the Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at,

                                     - 11 -


any meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this corporation.

     5.5   EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

     5.6   CERTIFICATE OF INCORPORATION. All references in these By-laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

     5.7   TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors at which the contract or transaction is authorized or solely
because any such director's or officer's votes are counted for such purpose, if:

           (a)  The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum;

           (b)  The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or

           (c)  The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the Board of Directors, a
committee of the Board of Directors, or the stockholders.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     5.8   SEVERABILITY. Any determination that any provision of these By-laws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-laws.

                                     - 12 -


     5.9   PRONOUNS. All pronouns used in these By-laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

                                   ARTICLE VI

                                   AMENDMENTS

     6.1   BY THE BOARD OF DIRECTORS. These By-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present.

     6.2   BY THE STOCKHOLDERS. These By-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of the holders of
a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting.

                                      - 13 -



                                                                   Exhibit 3.109

                                                                          PAGE 1

                                    DELAWARE
                               -------------------
                                THE FIRST STATE

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "RESOURCE RECOVERY SYSTEMS, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTIETH DAY OF JANUARY, A.D.
1984, AT 9 O'CLOCK A.M.

     CERTIFICATE OF RESIGNATION OF REGISTERED AGENT WITHOUT APPOINTMENT, FILED
THE TWENTY-SECOND DAY OF MARCH, A.D. 1991, AT 9 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SIXTH DAY OF MAY, A.D.
1991, AT 9 O'CLOCK A.M.

     CERTIFICATE OF RESIGNATION OF REGISTERED AGENT WITHOUT APPOINTMENT, FILED
THE TWENTY-SECOND DAY OF APRIL, A.D. 1994, AT 9 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SIXTEENTH DAY OF MAY,
A.D. 1994, AT 9 O'CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-EIGHTH DAY OF APRIL, A.D. 1998,
AT 3:30 O'CLOCK P.M.

     CERTIFICATE OF MERGER, FILED THE FIRST DAY OF JULY, A.D.


[SEAL]                                 /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

2026296 8100H                              AUTHENTICATION:  1782959

020316756                                            DATE:  05-17-02



                                                                          PAGE 2

                                    DELAWARE
                               -------------------
                                 THE FIRST STATE

1998, AT 10 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWELFTH DAY OF
FEBRUARY, A.D. 1999, AT 9 O'CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE THIRD DAY OF OCTOBER,
A.D. 2001, AT 11:30 O'CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.


[SEAL]                                 /s/ Harriet Smith Windsor
                                       ----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

2026296 8100H                              AUTHENTICATION:  1782959

020316756                                            DATE:  05-17-02



                                                                     FILED
                                                               JAN 20 1984 9AM
                                                                /s/ [ILLEGIBLE]
                                                              SECRETARY OF STATE

                                   8400170050

                         CERTIFICATE OF INCORPORATION
                                       OF

                        RESOURCE RECOVERY SYSTEMS, INC.
                              A STOCK CORPORATION

FIRST: The name of this Corporation is Resource Recovery Systems, Inc.

SECOND: Its Registered Office in the state of Delaware is to be located at
920 King Street, in the City of Wilmington, County of New Castle, Zip Code
19801 The Registered Agent in charge thereof is The Incorporators Ltd.

THIRD: The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware

FOURTH: The amount of the total authorized capital stock of this corporation is
Four Hundred Thousand Dollars ($ 400,000) divided into 400,000 shares of One
Dollars ($ 1.00) each.

FIFTH: The name and mailing address of the incorporator are as follows

       Name Peter Karter

       Mailing Address  Duck River Lane

                        Old Lyme, Connecticut      Zip Code  06371


I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws
of the State of Delaware, do make, file and record this Certificate and do
certify that the facts herein stated are true, and I have accordingly
hereunto set my hand this 9 day of [ILLEGIBLE] A.D [ILLEGIBLE]

                                                        /s/ [ILLEGIBLE]
                                                        ---------------



                                                                     FILED
                                                                  NOV 1 1984
                                                                /s/ [ILLEGIBLE]
                                                              SECRETARY OF STATE

                        CERTIFICATE OF CHANGE OF ADDRESS
                               OF REGISTERED AGENT

          The corporations set forth below have a present registered office in
the State of Delaware of:

          One Rodney Square
          P.O. Box 485, 920 King Street
          Wilmington, DE 19899

          Effective May 7, 1984 the registered office for these corporations
will be changed to:

          Coffee Run Professional Centre
          Lancaster Pike and Loveville Road
          Hockessin, DE 19707

          The corporation for which addresses will be changed are:



CORPORATION                                                   FILE #
                                                           
NATIONAL BMP CORP                                             1014684

SEA VENTURE OF VIRGINIA, INC.                                 1015603
ALLIED TANKSHIPS, INC.                                        1015613
BAYLINE CONSULTING, INC.                                      2003505
PIEDMONT AMERICAN LIFE INSURANCE COMPANY                      0576020
TAKE TWO LIMITED                                              0852685
S.E.C.S.,  INC.                                               1015930
SEA-LAND TRANSPORT COMPANY                                    1016036
HOSPITAL FINDERS INC.                                         0952392
HOMETEAM INTERNATIONAL CORPORATION                            0952393
COSMO-EMPIRE TRAVEL, INC.                                     0952395
SPARCRAFT EAST INCORPORATED                                   0952397
JO'S THING CORP.                                              0952399
THERMAL-DYNAMIC TOWERS, INC.                                  2005273
PJM INC.                                                      2004506

METRO SPORTS LOOK, INC.                                       2020986
DYARCEY CORP.                                                 0931996
NATIONAL MERCHANDISERS, INC.                                  2004089
LOVE INC.                                                     0936491
WET ALBERT, INC.                                              0820725
RONMANN CORP.                                                 0941194
WILSON & WHITTINGTON, P.A.                                    0832386
IROQUOIS NAVIGATION INC.                                      0834709
WILLIAM J. HAM, INC.                                          0844835
SAFETY SURFACE CORPORATION                                    2003774
THE EQUITY MANAGEMENT ASSOCIATION                             0853515
PACKAGING COORDINATORS, INC.                                  0854070
INTER EXCHANGE LTD.                                           2003798
POR FIN CHARTERS LTD.                                         0862173
FILM BUYERS ENTERPRISES, LTD.                                 0863652
P.R. MOTT CO.                                                 0936493
NASH BROADCASTING, INC.                                       0866262
MARLENA MARINA, LTD.                                          2004388
RICTORY CORPORATION                                           0873674
VI CLOVER INC.                                                0874160
TAKE TIME LIMITED                                             0874283
B.S. CORP.                                                    0874284
HIGHLAND MENNONITE CHURCH, INC.                               0874303
AKUMAL INC.                                                   0874325
RJS CORPORATION                                               0874369
SHARAL MARINE SERVICES INC.                                   0874371
CALLIOPE INC.                                                 0874682




                                                           
ROMA GAIL CORP.                                               2016414
CONSOLIDATED TECHNOLOGIES INTERNATIONAL, INC.                 2017879
F & S MICRO SYSTEMS, INC.                                     2016905
JOHNSON DEVELOPMENT CORP.                                     2016593
SUECAR, INC.                                                  2016596
DP SYSTEM SERVICES, INC.                                      2016607
MASSEY MARINE, INC.                                           2016654
HICKEY COMPUTER, INC                                          2017339
INTERNATIONAL BUSINESS INTEGRATORS CORP.                      2016820
ALTERNATIVE PROMOTIONS, LTD.                                  2016819
N B L SERVICE CORP.                                           2016918
SUNBELT FINANCIAL SERVICES, INC                               2016915
MAGNICON CORPORATION                                          2016914
ESDODCO, INC.                                                 2016911
ATLANTIC CITY HOLIDAYS INC.                                   2016910
E.J. ROSCOE INVESTMENT COMPANY                                2016909
UNITED ACCOUNT SYSTEMS, INC.                                  2017341
CYBERNETS GROUP, INC.                                         2017770
TECTONICS CORPORATION                                         2017342
NEW HORIZONS UNLIMITED INC.                                   2017058
U.S. FLEET, INC.                                              2017343
SCIENTIFIC HOSPITAL SUPPLIES INC.                             2019377
PAUL EDWARDS ASSOCIATES, INCORPORATED                         2017344
SUNBIRD AIR LEASING CORPORATION                               2018317
TECHVEST LEASING CORPORATION                                  2017345
NATIONWIDE MORTUARY SERVICES CORPORATION                      2017340
R J SUNSHINE & CO., INC.                                      2017771
RECURSOS DIVERSOS TECNICOS, S.A.                              2017471
BOURY BROS. REALTY CORP.                                      2019096
PARTNERS SERVICE INC.                                         2017767
THE AUTUMN COMPANY                                            2017769
ELVIS MENDES CORPORATION                                      2019869
LEDA ONE, INC.                                                2019872
MARKET AMERICA CORPORATION                                    2019871
FRONTIER CABLE CONSTRUCTION, INC.                             2017775
BUSINESS & TAX ANALYST, INC.                                  2017773
ANTHONY ROLSTON, LTD.                                         2017881
SIERRA ASSOCIATES INC.                                        2024085
MANAGEMENT CONCEPTS LIMITED                                   2019863
PRENCO INC.                                                   2017880
DYXI ENTERPRISES INC.                                         2018334
ROTOR CRAFT CORPORATION                                       2018096
INMARCO LTD.                                                  2020374
INTERNATIONAL CROWN INC.                                      2019868
MARGATE COMMUNICATIONS CORPORATION                            2019865
MARCIE LTD.                                                   2018319
FRANCHISE DEVELOPMENT CORPORATION                             2021362
BIBKOO ENTERPRISES INCORPORATED                               2019097
M & M WYMAN CHARTERS INC.                                     2018316
P. & D. FINANCIAL BROKERAGE AND TAX SERVICE CORPORATION       2018529
N. T. GOINS CONTRACTOR, INC.                                  2018337
RUBBER TECHNOLOGIES INCORPORATED                              2018335
HAV, LTD.                                                     2018532
RIGGS WIND ENERGY SYSTEMS LTD.                                2018530
THERMAL KING WINDOW CO.                                       2019106
RESOURCE RECOVERY SYSTEMS, INC.                               2026296
SCHOLLEVAER INC.                                              2018739
WALLIS LEASING COMPANY LTD.                                   2018738
ALINTEX CORPORATION                                           2018736
DAMERON, INC.                                                 2020696
C. G. CARTEN CO.                                              2019101
N. B. CHARTERS LTD.                                           2019099
W.F.M. HOLDING CORP.                                          2019105
GWEN II CHARTERS AND LEASING, INC.                            2019098
DSL INTERNATIONAL, INC.                                       2019870
SECURITY EXPRESS WORLD ENTERPRISES CORP.                      2019446





                                                           
W. H. SHELTON AND ASSOCIATES, INC.                            2033527
CHESTERFIELD COUNTRY STORE INCORPORATED                       2033589

ARLINGTON BEACHF5 WATER TREATMENT SYSTEMS LTD.                2034126
VPI CATALOGUING CORPORATION                                   2034128
WESTVILLE CORP.                                               2034123
HYDRALINE INTERNATIONAL CORPORATION                           2034129
AZIP, INC.                                                    2034130
DEMERLY'S AUTO SERVICE, INC.                                  2034132
AUTO INVESTMENTS INC.                                         2034133
SANCHEZ DEVELOPMENT CORP.                                     2034148
CHARLIE'S PERSONNEL SERVICES INC.                             2034149
AYDIF CORPORATION                                             2034150
IMAGENICS CORPORATION                                         2034151
PERMASEAL CONSTRUCTION & WATERPROOFING CO.                    2034357
JOURNEY PUBLICATIONS, INC.                                    2034152
CRAFT INDUSTRIES CORP.                                        2034147
SERVICES UNLIMITED, INC.                                      2034449
G R P GENERAL, INC.                                           2034450
BLUE ARROW, INC.                                              2034447
P.J. ELECTRIC, INC.                                           2034448
INTERSTATE BUILDER AND REMODELERS INC.                        2034451
DR. JERRY C. IAFRATE, LTD.                                    2035356
HIGHLAND COMPUTER SYSTEMS INC.                                2037911
CONVERSATION, INC.                                            2036239




                                              THE INCORPORATORS LTD.

DATE:                                         BY: /s/ Thomas D. Whittington, Jr.
                                                  ------------------------------
                                              Thomas D. Whittington, Jr.



   STATE OF DELAWARE
  SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/22/1994
  944070181 - 2026296

                           CERTIFICATE OF RESIGNATION
                               OF REGISTERED AGENT

     This is to certify that The Incorporators Ltd., Three Christina Centre,
Suite 1414, 201 No. Walnut St., Wilmington, DE 19801 pursuant to Section 136 of
the General Corporation Law of the State of Delaware:

     (1) Resigns as the office of registered agent for the following corporation
of the State of Delaware, without appointing any person or corporation as
registered agent in its stead.

FILE NUMBER: 20262-96

CORPORATION NAME:

                        RESOURCE RECOVERY SYSTEMS, INC.

April 22, 1994

                                                        /s/ Diane Patone
                                                        ------------------------
                                                        Secretary
                                                        The Incorporators Ltd.



                              AFFIDAVIT OF MAILING

STATE OF DELAWARE:

COUNTY OF NEW CASTLE:

     BE IT REMEMBERED that on this 22nd day of April, 1994, personally came
before me, the subscriber, a Notary Public for the State of Delaware, Diane
Patone, who being duly sworn according to law, deposes and says:

     That at least thirty days prior to the filing of the attached Certificate
of Resignation of Registered Agent, due notice of said resignation was sent by
certified or registered mail to RESOURCE RECOVERY SYSTEMS, INC. at their
principal office, or to the last known address of the attorney or other
individual at whose request such registered agent was appointed.

                                                        /s/ Diane Patone
                                                        ------------------------
                                                        Diane Patone

     SWORN TO AND SUBSCRIBED before me the day and year aforesaid.


                                                        /s/ Patricia L. Ryan
                                                        ------------------------
                                                        Notary Public



                                                          STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                       DIV1SION OF CORPORATIONS
                                                       FILED 09:00 AM 05/16/1994
                                                         944087039 - 2026296

                       CERTIFICATE OF CHANGE OF LOCATION
                  OF REGISTERED OFFICE AND/OR REGISTERED AGENT

The Board of Directors of RESOURCE RECOVERY SYSTEMS, INC., a Corporation of
Delaware, on this 4th day of May A.D. 1994, do hereby resolve and order that
the location of the Registered Office of this Corporation within this State be,
and the same hereby is Three Christina Centre, Suite 1414, 201 N. Walnut St., in
the city of Wilmington, County of New Castle, 19801. The name of the Registered
Agent therein and in charge thereof upon whom process against this Corporation
may be served, is The Incorporators Ltd.

RESOURCE RECOVERY SYSTEMS, INC., a Corporation of Delaware, does hereby certify
that the foregoing is a true copy of a resolution adopted by the Board of
Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by
its President and Attested by its Secretary, the 4th day of May, 1994.

                                                  By:    /s/ [ILLEGIBLE]
                                                     ---------------------------
                                                       President

                                              Attest:    /s/ [ILLEGIBLE]
                                                     ---------------------------
                                                       Secretary



                             TYLER COOPER & ALCORN
                               COUNSELLORS AT LAW

201 Church Street                                              Kathleen A. Maher
P.O. Box 1936                                                       203 784-8234
New Haven CT 06369-1910
203 714 8200
Telecopier 203 865-7865

                                                                          [SEAL]

                                     9027361

                                 April 28, 1998


Division of Corporations
Office of the Secretary of State
John G. Townsend Building, Suite 4
Dover, Delaware  19901                                  VIA FAX: 302-739-3812

                                20262-96                Phone # 302-739-3077

Dear Sir/Madam:

     Attached hereto for filing pursuant to Section 242 of the General
Corporation Law (the "GCL") is Amendment No. One to the Certificate of
Incorporation of Resource Recovery Systems, Inc. that has been properly executed
and acknowledged in accordance with GCL Section 103.

     Please charge the filing fee, which I understand it to be $432.50 to Master
Card account number 5431 0410 0252 2755, which has an expiration date of 12/98,
under the name of Elizabeth H. Karter.

     The stamped file copy should be returned to:

                Elizabeth H. Karter
                Resource Recovery Systems, Inc.
                50 Main Street
                Centerbrook, Connecticut   06409

     If you have any questions, please contact the undersigned at 860-767-7221.

                                                        Very truly yours,

                                                        /s/ Kathleen A. Maher
                                                        ------------------------
                                                        Kathleen A. Maher

Attachment

                           HARTFORD NEW HAVEN STAMFORD



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:30 PM 04/28/1998
   981162887 - 2026296

                        RESOURCE RECOVERY SYSTEMS, INC.

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

                                AMENDMENT NO. ONE

     Resource Recovery Systems, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That at a meeting of the Board of Directors of Resource Recovery
Systems, Inc., resolutions were duly adopted setting forth a proposed amendment
of the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

     RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "Fourth" so that, as amended
said Article shall be and read as follows:

          "FOURTH: The aggregate number of shares which the Company shall have
     authority to issue is two million five hundred thousand, divided into two
     million (2,000,000) shares of common stock ("Common Stock"), of the par
     value of $1.00 per share, and five hundred thousand (500,000) shares of
     preferred stock ("Preferred Stock"), of the par value of $.01 per share.

          The Board of Directors is authorized, subject to limitations
     prescribed by law and the provisions of this Article FOURTH, to provide for
     the issuance of the shares of Preferred Stock in series, and by filing a
     certificate pursuant to the applicable law of the State of Delaware, to
     establish from time to time the number of shares to be included in each
     such series, and to fix the designation, powers, preferences and rights of
     the shares of each such series and the qualifications, limitations or
     restrictions thereof.



          The authority of the Board with respect to each series shall include,
     but not be limited to, determination of the following:

          (a) The number of shares constituting that series and the distinctive
     designation of that series;

          (b) The dividend rate on the shares of that series, whether dividends
     shall be cumulative, and, if so, from which date or dates, and the relative
     rights of priority, if any, of payment of dividends on shares of that
     series;

          (c) Whether that series shall have voting rights, in addition to the
     voting rights provided by law, and, if so, the terms of such voting rights;

          (d) Whether that series shall have conversion privileges, and, if so,
     the terms and conditions of such conversion, including provision for
     adjustment of the conversion rate in such events as the Board of Directors
     shall determine;

          (e) Whether or not the shares of that series shall be redeemable, and,
     if so, the terms and conditions of such redemption, including the date or
     dates upon or after which they shall be redeemable, and the amount per
     share payable in case of redemption, which amount may vary under different
     conditions and at different redemption dates;

          (f) Whether that series shall have a sinking fund for the redemption
     or purchase of shares of that series, and, if so, the terms and amount of
     such sinking fund;

          (g) The rights of the shares of that series in the event of voluntary
     or involuntary liquidation, dissolution or winding up of the Corporation,
     and the relative rights of priority, if any, of payment of shares of that
     series; and

          (h) Any other relative rights, preferences and limitations of that
     series.

          Dividends on outstanding shares of Preferred Stock shall be paid or
     declared and set apart for payment before any dividends shall be paid or
     declared and set apart for payment on the shares of Common Stock with
     respect to the same dividend period.

          If, upon any voluntary liquidation, dissolution or winding up of the
     Corporation, the assets available for distribution to holders of shares of
     Preferred Stock of

                                       -2-


     all series shall be insufficient to pay such holders the full preferential
     amount to which they are entitled, then such assets shall be distributed
     ratably among the shares of all series of Preferred Stock in accordance
     with the respective preferential amounts (including unpaid cumulative
     dividends, if any) payable with respect thereto."

     SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law Of the State of
Delaware.

     IN WITNESS WHEREOF, said Resource Recovery Systems, Inc. has caused this
certificate to be signed by Elizabeth H. Karter, its President, and Elizabeth W.
Karter, its Secretary, this 28th day of April, 1998.

                                      RESOURCE RECOVERY SYSTEMS, INC.

                                      By /s/ Elizabeth H. Karter
                                         ---------------------------------------
                                         Elizabeth H. Karter, President


                                      By /s/ Elizabeth W. Karter
                                         ---------------------------------------
                                         Elizabeth W. Karter, Secretary

                                       -3-


                           TYLER COOPER & ALCORN, LLP
                               COUNSELLORS AT LAW

CityPlace/35th Floor
Hartford, CT 06103-3488
860 725 6200
Telecopier 860 278 3802                           9197834

                                  July 1, 1998


VIA FACSIMILE (302) 739-3812

State of Delaware
Department of State
Division of Corporations
John G. Townsend Building                                               [SEAL]
401 Federal Street, Suite 4
Dover, Delaware 19901

     RE: RESOURCE RECOVERY SYSTEMS, INC.             20262-96        (Survivor)
         CERTIFICATE OF MERGER

              (merging: RRSI Acquisition Corp. 28912-72

Dear Sir/Madam:

     Enclosed for filing please find a Certificate of Merger for Resource
Recovery Systems, Inc.

     Please file the Certificate on SAME DAY EXPEDITED SERVICE. After filing,
please return the proof of filing by FEDERAL EXPRESS, Standard Overnight, and
charge our Account No. 0061-0984-5. Please charge the filing fee, expedited
service fee, franchise tax and county recording fees to VISA Account No.
4128-0034-1513-2946 (expiration date 12/31/2001).

     It is extremely important that this filing be effective today. If you have
any questions regarding the above, please call me at (860) 725-6222 or ask for
Attorney Kurt Johnson at (860) 725-6237. Thank you.

                                                        Sincerely,

                                                        /s/ Susan D. Hora
                                                        ------------------------
                                                        Susan D. Hora
                                                        Corporate Paralegal

SAME DAY

                      HARTFORD MADISON NEW HAVEN STAMFORD



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                            AND OF REGISTERED AGENT

It is hereby certified that:

          1. The name of the corporation (hereinafter called the "corporation")
is Resource Recovery Systems, Inc.

          2. The registered office of the corporation within the State of
Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County
of New Castle.

          3. The registered agent of the corporation within the State of
Delaware is hereby changed to Corporation Service Company, the business office
of which is identical with the registered office of the corporation as hereby
changed.

          4. The corporation has authorized the changes hereinbefore set forth
by resolution of its Board of Directors.

Signed on January 29, 1999.

                                           /s/ Brian Noonan  Secretary
                                           ------------------------------------
                                           [Name, title of authorized officer]
                                           Brian Noonan

                                                     [ILLEGIBLE]


    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 02/12/1999
   991058697 - 2026296



                   CERTIFICATE OF CHANGE OF REGISTERED AGENT
                                      AND
                               REGISTERED OFFICE
                                       OF
                         RESOURCE RECOVERY SYSTEMS, INC

                                      *****

Resource Recovery Systems, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

     That the registered office of the corporation in the state of Delaware is
hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle.

     That the registered agent of the corporation is hereby changed to THE
CORPORATION TRUST COMPANY, the business address of which is identical to the
aforementioned registered office as changed.

     That the changes in the registered office and registered agent of the
corporation as set forth herein were duly authorized by resolution of the Board
of Directors of the corporation.

     IN WITNESS WHEREOF, the corporation has caused this Certificate to be
signed by an authorized officer, this 1st day of October 2001.


                                                Resource Recovery Systems, Inc.

                                            /s/ Richard Norris
                                         --------------------------------------
                                      Richard Norris, Treasurer

[ILLEGIBLE]


                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 11:30 AM 10/03/2001
                                                          010491201 - 2026296



                                                                   Exhibit 3.110

                                     BY-LAWS

                                       OF

                         RESOURCE RECOVERY SYSTEMS, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Stockholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the Chairman of the Executive
Committee and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors or upon the request in writing of the
stockholders owning a majority in amount of the entire stock of the Corporation
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Stockholders
shall be limited to the purposes stated in the notice. Unless otherwise required
by statute, written notice of a Special Meeting stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called shall
be given not less than



ten, nor more than sixty, days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any Meeting of the Stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the Meeting from time to time, without notice other than announcement at
the Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned Meeting, a notice of
the adjourned Meeting shall be given to each stockholder entitled to vote at the
Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By Laws, any
question brought before any Meeting of Stockholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
stockholder represented at a Meeting of Stockholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy, but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the Officer of the
Corporation presiding at a Meeting of Stockholders, in such Officer's
discretion, may require that any votes cast at such Meeting shall be cast by
written ballot, and such ballot shall be so required at an election of Directors
if a stockholder so demands at the election and before the voting begins.

     SECTION 6. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if the
minimum number of votes that would be necessary to authorize or take action at a
Meeting at which all shares entitled to vote thereon were present or voted
consent thereto in writing. Prompt notice of the taking of the corporate action
without a Meeting by less than unanimous consent shall be given to those
stockholders who have not consented.

     SECTION 7. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least ten days before every Meeting of Stockholders, a
complete list of the stockholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of stockholders maintained
by the Corporation for convenience of reference, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
The list shall be open to inspection of any stockholder, for any purpose germane
to the Meeting during ordinary business hours, for a period of at least ten days
prior to the Meeting, either at a place

                                        2


within the city where the Meeting is to be held, which place shall be specified
in the notice of the Meeting, or if not specified, at the place where the
Meeting will be held. The list shall also be produced and kept at the time and
place of the Meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present. The list shall be prima facie
evidence as to who are the stockholders entitled to examine such list or to vote
in person or by proxy at any Meeting of Stockholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Stockholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by a
plurality of the votes cast at Annual Meetings of Stockholders. Any Director may
resign at any time upon notice to the Secretary of the Corporation. Directors
need not be stockholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of Directors
generally. Any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Stockholders' Meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Stockholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Stockholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (f) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A stockholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for

                                        3


election as a Director at a Meeting of Stockholders. Notwithstanding anything to
the contrary contained in this Section 2, if the Corporation is required to
obtain the consent of any governmental agency prior to the election of any
person nominated by a stockholder or if the Board of Directors or any committee
of the Board of Directors determines that a nominee if elected would jeopardize
the retention of any authorization, license or permit held by the Corporation
issued by a governmental agency, the Board of Directors or any committee of the
Board of Directors may strike such nominee from the ballot or determine not to
place the nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of stockholders at the
Annual Meeting of Stockholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the stockholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting

                                        4


shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Each committee, having more than one Director as a member
shall elect a Director on such committee as the Chairperson of such committee.
Any committee, to the extent allowed by statute and as expressly provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that no committee shall have the power to
declare dividends, to elect or remove Officers, or to authorize the issue of any
class of stock of the Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.

     Section 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of the Executive Committee is to review the
businesses of the Corporation and to advise the Board of Directors and the
Officers of the Corporation as to potential business opportunities, strategies
and acquisitions and divestitures. The Executive Committee does not make
decisions but acts in an advisory capacity only.

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     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the stockholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
stockholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need

                                        6


not be stockholders of the Corporation nor, except in the case of the Chairman
of the Board of Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Stockholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the stockholders and

                                        7


the Board of Directors. The President shall have such duties as delegated to him
by the Chief Executive Officer, and such other responsibilities as are delegated
to the President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all Meetings of the Stockholders and
special meetings of the Board of Directors, and if there

                                        8


be no Assistant Secretary, then either the Board of Directors or the Chief
Executive Officer may choose another Officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other Officer to affix the seal of the Corporation and to attest the affixing by
such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by statute to
be kept or filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of such office and for the restoration to the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or control belonging to the Corporation.

                                        9


     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Stockholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of Delaware, the name
of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws. Transfers of stock shall be
made on the books of the

                                       10


Corporation only by the person named in the certificate or by such owner's
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any Meeting of Stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a Meeting of Stockholders shall apply to any adjournment of the Meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such Director, member of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or stockholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors

                                       11


at any regular or special meeting pursuant to law. Dividends may be paid in
cash, in property, or in shares of the stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for any proper purpose, and the Board of Directors may modify or abolish any
such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Stockholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                   Exhibit 3.111

                        THE COMMONWEALTH OF MASSACHUSETTS
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                            ARTICLES OF ORGANIZATION
                          (GENERAL LAWS, CHAPTER 156B)

                                    ARTICLE I
                      The exact name of the corporation is:

                        ReSource Transfer Services, Inc.

                                   ARTICLE II

      The purpose of the corporation is to engage in the following business
                                  activities:

To transport, process and dispose of solid waste, and to engage in such other
endeavors as the corporation may, from time to time, choose to undertake.

To purchase, receive, take by grant, lease or otherwise acquire, own, hold,
improve, employ, use and otherwise deal in and with, real property, or any
interest therein, wherever situated.

To purchase, hold, acquire, sell, pledge, transfer, mortgage and otherwise
dispose of shares of the capital stock and bonds, or the evidence of
indebtedness created by other corporations and, while the holder thereof, to
exercise all the rights and privileges of ownership.

To borrow or lend money, and to make and issue notes, bonds, debentures,
obligations and evidence of indebtedness of all kinds, whether secured by
mortgage, pledge or otherwise, without limit as to amount, and to secure the
same by mortgage, pledge or otherwise and generally to make and perform
agreements and contracts of every kind and description.

To subscribe for, take, acquire, hold, sell exchange and deal in shares, stocks,
bonds, obligations and securities of any corporation, government, authority or
company; to form, promote, subsidize and assist companies, syndicates or
partnerships of all kinds and to finance and refinance the same; and to guaranty
the obligations of other persons, firms or corporations.

To engage in business in Massachusetts and in all other parts of the United
States and also in foreign countries and to do all and every thing necessary,
suitable, convenient or proper for the accomplishment of any of the purposes
herein set forth.

To carry on any business, operation or activity referred to in the foregoing
paragraphs either alone or in conjunction with, or as a partnership, joint
venture or other arrangement with, any corporation, association, trust, firm or
individual.

In general, to do any thing permitted by all present and future laws of the
Commonwealth of Massachusetts applicable to business corporations.

NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE 8 1/2
X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE
THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE
REQUIRING SUCH ADDITION IS CLEARLY INDICATED.

[SIDENOTE]

/s/ [ILLEGIBLE]
- ----------------
Examiner


/s/ [ILLEGIBLE]
- ----------------
Name
Approved

 C        / /
 P        /X/
 M        / /
R.A.      / /

       6
- ---------------
P.C.



                                   ARTICLE III

State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.



       WITHOUT PAR VALUE                                                      WITH PAR VALUE
- -----------------------------------------------------------------------------------------------------------------------
   TYPE              NUMBER OF SHARES                    TYPE             NUMBER OF SHARES            PAR VALUE
- -----------------------------------------------------------------------------------------------------------------------
                                                                                          
Common:                                                Common:                200,000                 $    0.01

Preferred:                                             Preferred:


                                   ARTICLE IV

If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.

                                       N/A


                                    ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:

                                      NONE


                                   ARTICLE VI

**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

                         (See Page 6A attached hereto.)

**IF THERE ARE NO PROVISIONS STATE "NONE".
NOTE: THE PRECEDING SIX (6) ARTICLES ARE CONSIDERED TO BE PERMANENT AND MAY ONLY
BE CHANGED BY FILING APPROPRIATE ARTICLES OF AMENDMENT.



                                     PAGE 6A

                        ReSource Transfer Services, Inc.

                      ARTICLES OF ORGANIZATION (Continued)

                             ARTICLE VI (CONTINUED)

                            OTHER LAWFUL PROVISIONS:

a.   Meetings of the stockholders of the Corporation may be held anywhere in the
     United States.

b.   The Directors of the Corporation may make, amend or repeal the By-Laws of
     the Corporation in whole or in part, except with respect to any provisions
     thereof which by law or by the By-Laws requires action by the stockholders.

c.   The Corporation may be a partner in any business enterprise which the
     Corporation would have the power to conduct itself.

d.   No Director shall be personally liable to the Corporation or its
     stockholders for monetary damages for breach of fiduciary duty as a
     Director notwithstanding any provision of law imposing such liability;
     provided, however, that this provision shall not eliminate the liability of
     a Director to the extent that such liability is imposed by applicable law
     (i) for any breach of the Director's duty of loyalty to the Corporation or
     its stockholders, (ii) for acts or omissions not in good faith or which
     involve intentional misconduct or a knowing violation of law, (iii) under
     Section 61 or 62 or successor provisions of the Massachusetts Business
     Corporation Law or (iv) for any transaction from which the Director derived
     an improper personal benefit. This provision shall not eliminate the
     liability of a Director for any act or omission occurring prior to the date
     upon which this provision becomes effective. No amendment to or repeal of
     this provision shall apply to or have any effect on the liability or
     alleged liability of any Director for or with respect to any acts or
     omissions of such Director occurring prior to such amendment or repeal.



                                     PAGE 8A

                        ReSource Transfer Services, Inc.

                      ARTICLES OF ORGANIZATION (Continued)

                            ARTICLE VIII (CONTINUED)

(b) (Continued)



POSITION                NAME                    RESIDENCE                POST OFFICE
                                                                         ADDRESS
- ----------------------------------------------------------------------------------------------
                                                                 
ASSISTANT CLERK         Paul D. Wilson          62 Staniford Street       Same as residence.
                                                Newton, MA 02166




                                   ARTICLE VII

The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a LATER effective date is
desired, specify such date which shall not be more than THIRTY DAYS after the
date of filing.

                                  ARTICLE VIII

THE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PART OF THE
ARTICLES OF ORGANIZATION.

a. The street address (POST OFFICE BOXES ARE NOT ACCEPTABLE) of the principle
office of the corporation IN MASSACHUSETTS is:

          198 Providence Street, Boston MA 02136

b. The name, residential address and post office address of each director and
officer of the corporation is as follows:



               NAME           RESIDENTIAL ADDRESS       POST OFFICE ADDRESS
- ---------------------------------------------------------------------------
                                               
President:  Joseph J.         294 Highland Avenue       Same as residence.
            Lombardi          Milton, MA 02186
Treasurer:  Joseph J.         294 Highland Avenue       Same as residence.
            Lombardi          Milton, MA 02186
Clerk:      Joseph J.         294 Highland Avenue       Same as residence.
            Lombardi          Milton, MA 02186
Directors:
            Joseph J.         294 Highland Avenue       Same as residence.
            Lombardi          Milton, MA 02186

            Paul M. Verrochi  One Commonwealth Avenue   Same as residence.
                              Boston, MA 02116


            (Continued on Page 8A attached hereto.)


c. The fiscal year (i.e., tax year) of the corporation shall end on the last day
of the month of:
         December

d. The name and business address of the resident agent, if any, of the
corporation is:
         N/A

                                   ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose
signature(s) appear below as incorporator(s) and whose name(s) and business or
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and do hereby sign these Articles of
Organization as Incorporator(s) this 8th day of May, 1998.

/s/ Anne T. Leland
- ---------------------
Anne T. Leland
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center, Boston, MA 02111

NOTE: IF AN EXISTING CORPORATION IS ACTING AS INCORPORATOR, TYPE IN THE EXACT
NAME OF THE CORPORATION, THE STATE OR OTHER JURISDICTION WHERE IT WAS
INCORPORATED, THE NAME OF THE PERSON SIGNING ON BEHALF OF SAID CORPORATION AND
THE TITLE HE/SHE HOLDS OR OTHER AUTHORITY BY WHICH SUCH ACTION IS TAKEN.



                        THE COMMONWEALTH OF MASSACHUSETTS

                            ARTICLES OF ORGANIZATION
                          (GENERAL LAWS, CHAPTER 156B)

================================================================================

I hereby certify that, upon examination of these Articles of Organization, duly
submitted to me, it appears that the provisions of the General Laws relative to
the organization of corporations have been complied with, and I hereby approve
said articles; and the filing fee in the amount of $200.00 having been paid,
said articles are deemed to have been filed with me this 8th day of MAY 1998.

EFFECTIVE DATE:
               -----------------------------------


                                                    A TRUE COPY ATTEST

                                                /s/ William Francis Galvin
                                                  WILLIAM FRANCIS GALVIN
                                               SECRETARY OF THE COMMONWEALTH

                                         DATE: 6/6/02      CLERK /s/ [ILLEGIBLE]
                                                                 ---------------

                                                                 [ILLEGIBLE]
                                                              98 MAY -8 AM 9:37
                                                            CORPORATION DIVISION

                           /s/ William Francis Galvin

                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH

FILING FEE: One tenth of one percent of the total authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock with a par
value less than $1.00, or no par stock, shall be deemed to have a par value of
$1.00 per share.

                         TO BE FILLED IN BY CORPORATION
                      PHOTOCOPY OF DOCUMENT TO BE SENT TO:

                                 Anne T. Leland
               Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                              One Financial Center
                                Boston, MA 02111
             Telephone:   Telephone: (617) 542-6000



                  FEDERAL IDENTIFICATION  FEDERAL IDENTIFICATION
                   NO  000665424          NO.  04-3420289

                        THE COMMONWEALTH OF MASSACHUSETTS
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                              ARTICLES OF / *MERGER
                    (General Laws, Chapter 156B, Section 78)

 / *merger of                            RTS Acquisition, Inc.
                                         ReSource Transfer Services, Inc.

                                              the constituent corporations, into
                                         ReSource Transfer Services, Inc.

                                        / *one of the constituent corporations.

The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:

1. An agreement of /*merger has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 78, and will be kept as
provided by Subsection (d) thereof. The /*surviving corporation will furnish a
copy of said agreement to any of its stockholders, or to any person who was a
stock-holder of any constituent corporation, upon written request and without
charge.

2. The effective date of the /*merger determined pursuant to the agreement of
/ *merger shall be the date approved and filed by the Secretary of the
Commonwealth. If a LATER effective date is desired, specify such date which
shall not be more than THIRTY DAYS after the date of filing:

3. (For a merger)
**The following amendments to the Articles of Organization of the SURVIVING
corporation have been effected pursuant to the agreement of merger:

                           Articles II, III, VI, VIII

         See Attachment 3.

*DELETE THE INAPPLICABLE WORD        ** IF THERE ARE NO PROVISIONS STATE "NONE"
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 8 1/2 X 11 SHEETS OF
PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE
MAY BE MADE ON A SINGLE SHEET AS LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS
CLEARLY INDICATED.

[SIDENOTE]

/s/[ILLEGIBLE]
- ---------------
Examiner

 C       / /
 P       /X/
 M       / /
R.A.     /X/

       9
- --------------
P.C.



(FOR A CONSOLIDATION)

(a) The purpose of the RESULTING corporation is to engage in the following
business activities:

(b) State the total number of shares and the par value, if any, of each class of
stock which the RESULTING corporation is authorized to issue.



         WITHOUT PAR VALUE                                                WITH PAR VALUE
- ------------------------------------------------------------------------------------------------------------------
   TYPE           NUMBER OF SHARES                     TYPE             NUMBER OF SHARES          PAR VALUE
- ------------------------------------------------------------------------------------------------------------------
                                                                                      
Common:                                              Common:

Preferred:                                           Preferred:


**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of cash series then established.


**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:


**(e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders.

**IF THERE ARE NO PROVISIONS STATE "NONE".



                                  ATTACHMENT 3

3.   (FOR A MERGER)
     The following amendments to the Articles of Organization of the SURVIVING
     corporation have been effected pursuant to the agreement of merger:

                                   ARTICLE II

   The purpose of the corporation is to engage in the following business
   activities:

     (a)  To engage in the business of waste disposal.

     (b)  To carry on any business or other activity which may lawfully be
          carried on by a corporation organized under the Business Corporation
          Law of the Commonwealth of Massachusetts, whether or not related to
          those referred to in the preceding paragraph.

                                   ARTICLE III

State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.



          WITHOUT PAR VALUE                                               WITH PAR VALUE
- -----------------------------------------------------------------------------------------------------------------
   TYPE             NUMBER OF SHARES                TYPE              NUMBER OF SHARES             PAR VALUE
- -----------------------------------------------------------------------------------------------------------------
                                                                                        
Common:                  None                      Common:                5,000                     $.01

Preferred:               None                      Preferred:             None


                                   ARTICLE VI

Other lawful provisions, if any, for the conduct and regulation of the business
and affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:

                  See Attachment 6.



                                  ATTACHMENT 6

6.   Other lawful provisions, if any, for the conduct and regulation of the
     business and affairs of the corporation, for its voluntary dissolution, or
     for limiting, defining, or regulating the powers of the corporation, or of
     its directors or stockholders, or of any class of stockholders:

6A.  LIMITATION OF DIRECTOR LIABILITY

     Except to the extent that Chapter 156B of the Massachusetts General Laws
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the corporation shall be personally liable to
the corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability. No amendment to or repeal of this provision shall apply to or have
any effect on the liability or alleged liability of any director of the
corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.

6B.  INDEMNIFICATION

     1.  The corporation shall, to the fullest extent permitted by the
applicable provisions of Chapter 156B of the Massachusetts General Laws, as
amended from time to time, indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the corporation, or is or was serving, or has agreed to serve, at the
request of the corporation, as a director or officer of, or in a similar
capacity with, another organization or in any capacity with respect to any
employee benefit plan of the corporation (all such persons being referred to
hereafter as an "Indemnitee"), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement incurred by or on behalf
of an Indemnitee in connection with such action, suit or proceeding and any
appeal therefrom, unless such Indemnitee shall be finally adjudicated in such
action, suit or proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation or, to the
extent such matter relates to service with respect to an employee benefit plan,
in the best interests of the participants or beneficiaries of such employee
benefit plan.

     2.  Notwithstanding the provisions of Section 1 of this Article, in the
event that a pending or threatened action, suit or proceeding is compromised or
settled in a manner which imposes any liability or obligation upon an Indemnitee
in a matter for which such Indemnitee would otherwise be entitled to
indemnification hereunder, no



indemnification shall be provided to such Indemnitee with respect to such matter
if it is determined that such Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interests of the corporation
or, to the extent such matter relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.

     3.  As a condition precedent to his right to be indemnified, the Indemnitee
must notify the corporation in writing as soon as practicable of any action,
suit, proceeding or investigation involving him for which indemnity will or
could be sought. With respect to any action, suit, proceeding or investigation
of which the corporation is so notified, the corporation will be entitled to
participate therein at its own expense and/or to assume the defense thereof at
its own expense, with legal counsel reasonably acceptable to the Indemnitee.

     4.  In the event that the corporation does not assume the defense of any
action, suit, proceeding or investigation of which the corporation receives
notice under this Article, the corporation shall pay in advance of the final
disposition of such matter any expenses (including attorneys' fees) incurred by
an Indemnitee in defending a civil or criminal action, suit, proceeding or
investigation or any appeal therefrom; PROVIDED, HOWEVER, that the payment of
such expenses incurred by an Indemnitee in advance of the final disposition of
such matter shall be made only upon receipt of an undertaking by or on behalf of
the Indemnitee to repay all amounts so advanced in the event that it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified
by the corporation as authorized in this Article, which undertaking shall be
accepted without reference to the financial ability of the Indemnitee to make
such repayment; and FURTHER PROVIDED that no such advancement of expenses shall
be made if it is determined that the Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interests of the corporation
or, to the extent such matter relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.

     5.  All determinations hereunder as to the entitlement of an Indemnitee to
indemnification or advancement of expenses shall be made by: (a) a majority vote
of a quorum of the directors of the corporation, (b) a majority vote of a quorum
of the outstanding shares of stock of all classes entitled to vote for
directors, voting as a single class, which quorum shall consist of stockholders
who are not at that time parties to the action, suit or proceeding in question,
(c) independent legal counsel (who may, to the extent permitted by law, be
regular legal counsel to the corporation), or (d) a court of competent
jurisdiction.

     6.  The corporation shall not indemnify an Indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such Indemnitee unless the initiation thereof was approved by the Board of
Directors of

                                       -2-


the corporation. In addition, the corporation shall not indemnify any such
Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of
insurance, and in the event the corporation makes any indemnification payments
to any such Indemnitee and such Indemnitee is subsequently reimbursed from the
proceeds of insurance, such Indemnitee shall promptly refund such
indemnification payments to the corporation to the extent of such insurance
reimbursement.

     7.  The indemnification rights provided in this Article (i) shall not be
deemed exclusive of any other rights to which an Indemnitee may be entitled
under any law, agreement or vote of stockholders or directors or otherwise, and
(ii) shall inure to the benefit of the heirs, executors and administrators of
such Indemnitees. The corporation may, to the extent authorized from time to
time by its Board of Directors, grant indemnification rights to other employees
or agents of the corporation or other persons serving the corporation and such
rights may be equivalent to, or greater or less than, those set forth in this
Article.

6C.  OTHER PROVISIONS

     (a) The directors may make, amend, or repeal the by-laws in whole or in
part, except with respect to any provision of such by-laws which by law or these
Articles or the by-laws requires action by the stockholders.

     (b) Meetings of the stockholders of the corporation may be held anywhere in
the United States.

     (c) The corporation shall have the power to be a partner in any business
enterprise which this corporation would have the power to conduct by itself.

     (d) The corporation, by vote of a majority of the stock outstanding and
entitled to vote thereon (or if there are two or more classes of stock entitled
to vote as separate classes, then by vote of a majority of each such class of
stock outstanding), may (i) authorize any amendment to its Articles of
Organization pursuant to Section 71 of Chapter 156B of the Massachusetts General
Laws, as amended from time to time, (ii) authorize the sale, lease or exchange
of all or substantially all of its property and assets, including its goodwill,
pursuant to Section 75 of Chapter 156B of the Massachusetts General Laws, as
amended from time to time, and (iii) approve an agreement of merger or
consolidation pursuant to Section 78 of Chapter 156B of the Massachusetts
General Laws, as amended from time to time.

                                       -3-


                                  ARTICLE VIII

THE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PART OF THE
ARTICLES OF ORGANIZATION.

a.   The street address (POST OFFICE BOXES ARE NOT ACCEPTABLE) of the principal
     office of the corporation in MASSACHUSETTS is:

          c/o CT Corporation System, 2 Oliver Street, Boston, MA 02109

b.   The name, residential address and post office address of each director and
     officer of the corporation is as follows:



                            NAME                            RESIDENTIAL ADDRESS                         POST OFFICE ADDRESS
                                                                                               
President:                  John W. Casella                 67 Ives Avenue                              Casella Waste Systems, Inc.
                                                            Rutland, VT 05701                           25 Greens Hill Lane
                                                                                                        Rutland, VT 05701

Vice President              Jerry S. Cifor                  Manchester West Road                        Casella Waste Systems, Inc.
and Assistant                                               Manchester, VT 05254                        25 Greens Hill Lane
Clerk:                                                                                                  Rutland, VT 05701

Treasurer:                  Douglas R. Casella              3 Stonehollow                               Casella Waste Systems, Inc.
                                                            Mendon, VT 05701                            25 Greens Hill Lane
                                                                                                        Rutland, VT 05701

Clerk:                      James W. Bohlig                 Russelville Road                            Casella Waste Systems, Inc.
                                                            Box 1043                                    25 Greens Hill Lane
                                                            Cuttingsville, VT 05738                     Rutland, VT 05701

Directors:                  John W. Casella                 67 Ives Avenue                              Casella Waste Systems, Inc.
                                                            Rutland, VT 05701                           25 Greens Hill Lane
                                                                                                        Rutland, VT 05701

                            Douglas R. Casella              3 Stonehollow                               Casella Waste Systems, Inc.
                                                            Mendon, VT 05701                            25 Greens Hill Lane
                                                                                                        Rutland, VT 05701

                            James W. Bohlig                 Russellville Road                           Casella Waste Systems, Inc.
                                                            Box 1043                                    25 Greens Hill Lane
                                                            Cuttingsville, VT 05738                     Rutland, VT 05701




4. The information contained in Item 4 is NOT A PERMANENT part of the Articles
of Organization of the /*surviving corporation.

(a) The street address of the /*surviving corporation in Massachusetts is:
(POST OFFICE BOXES ARE NOT ACCEPTABLE)
         295 Service Road, E. Sandwich, MA 02537

(b) The name, residential address, and post office address of each director and
officer of the /*surviving corporation is:



                               NAME                       RESIDENTIAL ADDRESS                   POST OFFICE ADDRESS
                                                                                      
President:                John W. Casella                67 Ives Avenue                        Casella Waste Systems, Inc.
                                                         Rutland, VT 05701                     25 Greens Hill Lane
     *                                                                                         Rutland, VT 05701
Treasurer:                Douglas R. Casella             3 Stonehollow Road                    Casella Waste Systems, Inc.
                                                         Mendon, VT 05701                      25 Greens Hill Lane
                                                                                               Rutland, VT 05701
Clerk:                    James W. Bohlig                Russellville Road                     Casella Waste Systems, Inc.
                                                         Box 1043                              25 Greens Hill Lane
Directors:                                               Cuttingsville, VT 05738                Rutland, VT 05701
                          John W. Casella                67 Ives Avenue                        Casella Waste Systems, Inc.
                                                         Rutland, VT 05701                     25 Greens Hill Lane
                                                                                               Rutland, VT 05701
                          Douglas R. Casella             3 Stonehollow Road                    Casella Waste Systems, Inc.
                                                         Mendon, VT 05701                      25 Greens Hill Lane
                                                                                               Rutland, VT 05701
                          James W. Bohlig                Russellville Road                     Casella Waste Systems, Inc.
                                                         Box 1043                              25 Greens Hill Lane
                                                         Cuttingsville, VT 05738               Rutland, VT 05701

*Vice President
and Assistant
Clerk:                    Jerry Cifor                    Manchester West Road                  Casella Waste Systems, Inc.
                                                         Manchester, VT 05254                  25 Greens Hill Lane
                                                                                               Rutland, VT 05701


(c) The fiscal year (i.e. tax year) of the /*surviving corporation shall end on
the last day of the month of: December

(d) The name and business address of the resident agent, if any, of the
/*surviving corporation is:
          c/o CT Corporation, 2 Oliver Street, Boston, MA 02109

The undersigned officers of the several constituent corporations listed above
further state under the penalties of perjury as to their respective corporations
that the agreement of /*merger has been duly executed on behalf of such
corporation and duly approved by the stockholders of such corporation in the
manner required by General Laws, Chapter 156B, Section 7B.

/s/ Jerry S. Cifor  /*Vice President
- ------------------,

/s/ Jerry S. Cifor  /*Assistant Clerk
- ------------------,

of RTS Acquisition, Inc.
                       (NAME OF CONSTITUENT CORPORATIONS)


/s/ [ILLEGIBLE]  *President/*Vice President
- -----------------,

/s/ [ILLEGIBLE]  *Clerk/*Assistant Clerk
- -----------------,

of ReSource Transfer Services, Inc.
   -----------------------------------------------------------------------------
                       (NAME OF CONSTITUENT CORPORATION)

*DELETE THE INAPPLICABLE WORDS



665590

                        THE COMMONWEALTH OF MASSACHUSETTS

                              ARTICLES OF /*MERGER
                    (General Laws, Chapter 156B, Section 78)

================================================================================

I hereby approve the within Articles of / *Merger and, the filing fee in the
amount of $250.00, having been paid, said articles are deemed to have been filed
with me this 1st day of July, 1999.

EFFECTIVE DATE:
               ----------------------------------


                           /s/ William Francis Galvin

                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH


                                                      A TRUE COPY ATTEST

                                                  /s/ William Francis Galvin
                                                    WILLIAM FRANCIS GALVIN
                                                 SECRETARY OF THE COMMONWEALTH

                                               DATE 6/6/02 CLERK /s/ [ILLEGIBLE]
                                                                 ---------------

                         TO BE FILLED IN BY CORPORATION
                      PHOTOCOPY OF DOCUMENT TO BE SENT TO:

                                  Donna A. Pace
                                  Corporate Paralegal
                                  Hale and Dorr LLP
                                  60 State Street
                                  Boston, MA 02109

                           Telephone: (617) 526-5179

Exhibit 3.112

Effective as of July 1, 1999

BY-LAWS

RESOURCE TRANSFER SERVICES, INC.

BY-LAWS

TABLE OF CONTENTS

Page
----

ARTICLE 1 - Stockholders................................................................................ 1
1.1 Place of Meetings........................................................................... 1
1.2 Annual Meeting.............................................................................. 1
1.3 Special Meetings............................................................................ 1
1.4 Notice of Meetings.......................................................................... 2
1.5 Quorum...................................................................................... 2
1.6 Adjournments................................................................................ 2
1.7 Voting and Proxies.......................................................................... 2
1.8 Action at Meeting........................................................................... 3
1.9 Action without Meeting...................................................................... 3

ARTICLE 2 - Directors................................................................................... 3
2.1 Powers...................................................................................... 3
2.2 Number, Election and Qualification.......................................................... 3
2.3 Enlargement of the Board.................................................................... 4
2.4 Tenure...................................................................................... 4
2.5 Vacancies................................................................................... 4
2.6 Resignation................................................................................. 4
2.7 Removal..................................................................................... 4
2.8 Regular Meetings............................................................................ 4
2.9 Special Meetings............................................................................ 4
2.10 Meetings by Telephone Conference Calls...................................................... 5
2.11 Notice of Special Meetings.................................................................. 5
2.12 Quorum...................................................................................... 5
2.13 Action at Meeting........................................................................... 5
2.14 Action by Consent........................................................................... 5
2.15 Committees.................................................................................. 5
2.16 Compensation of Directors................................................................... 6

ARTICLE 3 - Officers.................................................................................... 6
3.1 Enumeration................................................................................. 6
3.2 Election.................................................................................... 6
3.3 Qualification............................................................................... 6
3.4 Tenure...................................................................................... 6
3.5 Resignation and Removal..................................................................... 7
3.6 Vacancies................................................................................... 7
3.7 Chairman of the Board and Vice-Chairman of the Board........................................ 7
3.8 President................................................................................... 7

-i-

3.9 Vice Presidents............................................................................. 8
3.10 Treasurer and Assistant Treasurers.......................................................... 8
3.11 Clerk and Assistant Clerks.................................................................. 8
3.12 Secretary and Assistant Secretaries......................................................... 9
3.13 Salaries.................................................................................... 9

ARTICLE 4 - Capital Stock............................................................................... 9
4.1 Issue of Capital Stock...................................................................... 9
4.2 Certificate of Stock........................................................................ 9
4.3 Transfers................................................................................... 10
4.4 Record Date................................................................................. 10
4.5 Replacement of Certificates................................................................. 11

ARTICLE 5 - Miscellaneous Provisions.................................................................... 11
5.1 Fiscal Year.........................................................:....................... 11
5.2 Seal........................................................................................ 11
5.3 Voting of Securities........................................................................ 11
5.4 Corporate Records........................................................................... 11
5.5 Evidence of Authority....................................................................... 12
5.6 Articles of Organization.................................................................... 12
5.7 Severability................................................................................ 12
5.8 Pronouns.................................................................................... 12

ARTICLE 6 - Amendments.................................................................................. 12

-ii-

BY-LAWS

RTS ACQUISITION, INC.

ARTICLE 1 - STOCKHOLDERS

1.1 PLACE OF MEETINGS. All meetings of stockholders shall be held within
the Commonwealth of Massachusetts unless the Articles of Organization permit the
holding of stockholders' meetings outside Massachusetts, in which event such
meetings may be held either within or without Massachusetts. Meetings of
stockholders shall be held at the principal office of the corporation unless a
different place is fixed by the Board of Directors or the President and stated
in the notice of the meeting.

1.2 ANNUAL MEETING. The annual meeting of stockholders shall be held
within six months after the end of each fiscal year of the corporation on a date
to be fixed by the Board of Directors or the President (which date shall not be
a legal holiday in the place where the meeting is to be held) at the time and
place to be fixed by the Board of Directors or the President and stated in the
notice of the meeting. The purposes for which the annual meeting is to be held,
in addition to those prescribed by law, by the Articles of Organization or by
these By-Laws, may be specified by the Board of Directors or the President. If
no annual meeting is held in accordance with the foregoing provisions, a special
meeting may be held in lieu of the annual meeting, and any action taken at that
special meeting shall have the same effect as if it had been taken at the annual
meeting, and in such case all references in these By-Laws to the annual meeting
of stockholders shall be deemed to refer to such special meeting.

1.3 SPECIAL MEETINGS. Special meetings of stockholders may be called by
the President or by the Board of Directors. In addition, upon written
application of one or more stockholders who are entitled to vote and who hold at
least the Required Percentage (as defined below) of the capital stock entitled
to vote at the meeting, special meetings shall be called by the Clerk, or in
case of the death, absence, incapacity or refusal of the Clerk, by any other
officer.

For purposes of this Section 1.3, the "Required Percentage" shall be (i)
10% at any time at which the corporation shall not have a class of voting stock
registered under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and (ii) 80% or such lesser percentage as shall constitute the maximum
percentage

permitted by law for this purpose at any time at which the corporation shall
have a class of voting stock registered under the Exchange Act.

1.4 NOTICE OF MEETINGS. A written notice of each meeting of
stockholders, stating the place, date and hour thereof, and the purposes for
which the meeting is to be held, shall be given by the Clerk, Assistant Clerk or
other person calling the meeting at least seven days before the meeting to each
stockholder entitled to vote at the meeting and to each stockholder who by law,
by the Articles of Organization or by these By-Laws is entitled to such notice,
by leaving such notice with him or at his residence or usual place of business,
or by mailing it postage prepaid and addressed to him at his address as it
appears in the records of the corporation. Whenever any notice is required to be
given to a stockholder by law, by the Articles of Organization or by these
By-Laws, no such notice need be given if a written waiver of notice, executed
before or after the meeting by the stockholder or his authorized attorney, is
filed with the records of the meeting.

1.5 QUORUM. Unless the Articles of Organization otherwise provide, the
holders of a majority of the number of shares of the stock issued, outstanding
and entitled to vote on any matter shall constitute a quorum with respect to
that matter, except that if two or more classes of stock are outstanding and
entitled to vote as separate classes, then in the case of each such class a
quorum shall consist of the holders of a majority of the number of shares of the
stock of that class issued, outstanding and entitled to vote. Shares owned
directly or indirectly by the corporation shall not be counted in determining
the total number of shares outstanding for this purpose.

1.6 ADJOURNMENTS. Except as provided in Section 1.3 hereof, any meeting
of stockholders may be adjourned to any other time and to any other place at
which a meeting of stockholders may be held under these By-Laws by the
stockholders present or represented at the meeting, although less than a quorum,
or by any officer entitled to preside or to act as clerk of such meeting, if no
stockholder is present. It shall not be necessary to notify any stockholder of
any adjournment. Any business which could have been transacted at any meeting of
the stockholders as originally called may be transacted at any adjournment of
the meeting.

1.7 VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
by the Articles of Organization. Stockholders may vote either in person or by
written proxy dated not more than six months before the meeting named in the
proxy. Proxies shall be filed with the clerk of the meeting, or of any adjourned
meeting, before being voted. Except as otherwise limited by their terms, a proxy
shall entitle the persons named in the proxy to vote at any adjournment of such
meeting, but shall not be valid after final adjournment of such meeting. A proxy
with respect to stock held in the name

-2-

of two or more persons shall be valid if executed by any one of them, unless at
or prior to exercise of the proxy the corporation receives a specific written
notice to the contrary from any one of them. A proxy purported to be executed by
or on behalf of a stockholder shall be deemed valid unless challenged at or
prior to its exercise.

1.8 ACTION AT MEETING. When a quorum is present at any meeting, the
holders of shares of stock representing a majority of the votes cast on a matter
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of shares of stock of
that class representing a majority of the votes cast on a matter), shall decide
any matter to be voted on by the stockholders, except when a different vote is
required by law, the Articles of Organization or these By-Laws. When a quorum is
present at any meeting, any election by stockholders shall be determined by a
plurality of the votes cast on the election. No ballot shall be required for
such election unless requested by a stockholder present or represented at the
meeting and entitled to vote in the election. The corporation shall not directly
or indirectly vote any share of its own stock.

1.9 ACTION WITHOUT MEETING. Any action required or permitted to be taken
at any meeting of the stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action, in writing
and the written consents are filed with the records of the meetings of
stockholders. Each such consent shall be treated for all purposes as a vote at a
meeting.

ARTICLE 2 - DIRECTORS

2.1 POWERS. The business of the corporation shall be managed by a Board
of Directors, who may exercise all the powers of the corporation except as
otherwise provided by law, by the Articles of Organization or by these By-Laws.
In the event of a vacancy in the Board of Directors, the remaining Directors,
except as otherwise provided by law, may exercise the powers of the full Board
until the vacancy is filled.

2.2 NUMBER, ELECTION AND QUALIFICATION. The number of Directors which
shall constitute the whole Board of Directors shall be determined by vote of the
stockholders or the Board of Directors, but shall consist of not less than
three Directors (except that whenever there shall be only two stockholders the
number of Directors shall be not less than two and whenever there shall be only
one stockholder or prior to the issuance of any stock, there shall be at least
one Director). The number of Directors may be decreased at any time and from
time to time either by the stockholders or by a majority of the Directors then
in office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more Directors. The
Directors shall be elected at the annual meeting

-3-

of stockholders by such stockholders as have the right to vote on such election.
No Director need be a stockholder of the corporation.

2.3 ENLARGEMENT OF THE BOARD. The number of Directors may be increased
at any time and from time to time by the stockholders or by a majority of the
Directors then in office.

2.4 TENURE. Each Director shall hold office until the next annual
meeting of stockholders and until his successor is elected and qualified, or
until his earlier death, resignation or removal.

2.5 VACANCIES. Unless and until filled by the stockholders, any vacancy
in the Board of Directors, however occurring, including a vacancy resulting from
an enlargement of the Board, may be filled by vote of a majority of the
Directors present at any meeting of Directors at which a quorum is present. Each
such successor shall hold office for the unexpired term of his predecessor and
until his successor is chosen and qualified or until his earlier death,
resignation or removal.

2.6 RESIGNATION. Any Director may resign by delivering his written
resignation to the corporation at its principal office or to the President or
Clerk. Such resignation shall be effective upon receipt unless it is specified
to be effective at some other time or upon the happening of some other event.

2.7 REMOVAL. A Director may be removed from office with or without
cause by vote of the holders of a majority of the shares entitled to vote in the
election of Directors. However, the Directors elected by the holders of a
particular class or series of stock may be removed from office with or without
cause only by vote of the holders of a majority of the outstanding shares of
such class or series. In addition, a Director may be removed from office for
cause by vote of a majority of the Directors then in office. A Director may be
removed for cause only after reasonable notice and opportunity to be heard
before the body proposing to remove him.

2.8 REGULAR MEETINGS. Regular meetings of the Directors may be held
without call or notice at such places, within or without Massachusetts, and at
such times as the Directors may from time to time determine, provided that any
Director who is absent when such determination is made shall be given notice of
the determination. A regular meeting of the Directors may be held without a call
or notice immediately after and at the same place as the annual meeting of
stockholders.

2.9 SPECIAL MEETINGS. Special meetings of the Directors may be held at
any time and place, within or without Massachusetts, designated in a call by the
Chairman of the Board, President, Treasurer, two or more Directors or by one
Director in the event that there is only a single Director in office.

-4-

2.10 MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors or members of any
committee designated by the Directors may participate in a meeting of the
Directors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting.

2.11 NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of the
Directors shall be given to each Director by the Secretary or Clerk or by the
officer or one of the Directors calling the meeting. Notice shall be duly given
to each Director (i) by notice given to such Director in person or by telephone
at least 48 hours in advance of the meeting, (ii) by sending a telegram or
telex, or by delivering written notice by hand, to his last known business or
home address at least 48 hours in advance of the meeting, or (iii) by mailing
written notice to his last known business or home address at least 72 hours in
advance of the meeting. Notice need not be given to any Director if a written
waiver of notice, executed by him before or after the meeting, is filed with the
records of the meeting, or to any Director who attends the meeting without
protesting prior to the meeting or at its commencement the lack of notice to
him. A notice or waiver of notice of a Directors' meeting need not specify the
purposes of the meeting. If notice is given in person or by telephone, an
affidavit of the Secretary, Clerk, officer or Director who gives such notice
that the notice has been duly given shall, in the absence of fraud, be
conclusive evidence that such notice was duly given.

2.12 QUORUM. At any meeting of the Board of Directors, a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time without further notice.

2.13 ACTION AT MEETING. At any meeting of the Board of Directors at which
a quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, by the Articles
of Organization or by these By-Laws.

2.14 ACTION BY CONSENT. Any action required or permitted to be taken at
any meeting of the Board of Directors may be taken without a meeting if all the
Directors consent to the action in writing and the written consents are filed
with the records of the Directors' meetings. Each such consent shall be treated
for all purposes as a vote at a meeting.

2.15 COMMITTEES. The Board of Directors may, by vote of a majority of the
Directors then in office, elect from their number an executive committee or
other committees and may by like vote delegate to committees so elected some or
all of their powers to the extent permitted by law. Except as the Board of
Directors may otherwise determine, any such committee may make rules for the
conduct of its

-5-

business, but unless otherwise provided by the Directors or in such rules, its
business shall be conducted as nearly as possible in the same manner as is
provided by these By-Laws for the Directors. The Board of Directors shall have
the power at any time to fill vacancies in any such committee, to change its
membership or to discharge the committee.

2.16 COMPENSATION OF DIRECTORS. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment shall
preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor.

ARTICLE 3 - OFFICERS

3.1 ENUMERATION. The officers of the corporation shall consist of a
President, a Treasurer, a Clerk and such other officers with such other titles
as the Board of Directors may determine, including, but not limited to, a
Chairman of the Board, a Vice Chairman of the Board, a Secretary and one or more
Vice Presidents, Assistant Treasurers, Assistant Clerks and Assistant
Secretaries.

3.2 ELECTION. The President, Treasurer and Clerk shall be elected
annually by the Board of Directors at their first meeting following the annual
meeting of stockholders. Other officers may be chosen or appointed by the Board
of Directors at such meeting or at any other meeting.

3.3 QUALIFICATION. Neither the President nor any other officer need be a
director or stockholder. Any two or more offices may be held by the same person.
The Clerk shall be a resident of Massachusetts unless the corporation has a
resident agent appointed for the purpose of service of process. Any officer may
be required by the Directors to give bond for the faithful performance of his
duties to the corporation in such amount and with such sureties as the Directors
may determine. The premiums for such bonds may be paid by the corporation.

3.4 TENURE. Except as otherwise provided by law, by the Articles of
Organization or by these By-Laws, the President, Treasurer and Clerk shall hold
office until the first meeting of the Directors following the next annual
meeting of stockholders and until their respective successors are chosen and
qualified; and all other officers shall hold office until the first meeting of
the Directors following the annual meeting of stockholders, unless a different
term is specified in the vote choosing or appointing them, or until his earlier
death, resignation or removal.

-6-

3.5 RESIGNATION AND REMOVAL. Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
President, Clerk or Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.

Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of Directors then in office. An officer may be
removed for cause only after reasonable notice and opportunity to be heard by
the Board of Directors prior to action thereon.

Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or the year or
otherwise, unless such compensation is expressly provided in a duly authorized
written agreement with the corporation.

3.6 VACANCIES. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Clerk. Each such successor shall hold office for the unexpired term of his
predecessor and until his successor is chosen and qualified, or until he sooner
dies, resigns or is removed.

3.7 CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD. The Board of
Directors may appoint a Chairman of the Board and may designate him as Chief
Executive Officer. If the Board of Directors appoints a Chairman of the Board,
he shall perform such duties and possess such powers as are assigned to him by
the Board of Directors. If the Board of Directors appoints a Vice-Chairman of
the Board, he shall, in the absence or disability of the Chairman of the Board,
perform the duties and exercise the powers of the Chairman of the Board and
shall perform such other duties and possess such other powers as may from time
to time be vested in him by the Board of Directors.

3.8 PRESIDENT. The President shall, subject to the direction of the
Board of Directors, have general charge and supervision of the business of the
corporation. Unless otherwise provided by the Board of Directors, he shall
preside at all meetings of the stockholders and, if he is a Director, at all
meetings of the Board of Directors. Unless the Board of Directors has designated
the Chairman of the Board or another officer as Chief Executive Officer, the
President shall be the Chief Executive Officer of the corporation. The President
shall perform such other duties and shall possess such other powers as the Board
of Directors may from time to time prescribe.

-7-

3.9 VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the President may from time to
time prescribe. In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and when so performing shall have all the powers of and
be subject to all the restrictions upon the President. The Board of Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President or any other title selected by the Board of Directors.

3.10 TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned to him by
the Board of Directors or the President. In addition, the Treasurer shall
perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-Laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the President or the Treasurer may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.

3.11 CLERK AND ASSISTANT CLERKS. The Clerk shall perform such duties and
shall possess such powers as the Board of Directors or the President may from
time to time prescribe. In addition, the Clerk shall perform such duties and
have such powers as are incident to the office of the clerk, including without
limitation the duty and power to give notices of all meetings of stockholders
and special meetings of the Board of Directors, to attend all meetings of
stockholders and the Board of Directors and keep a record of the proceedings, to
maintain a stock ledger and prepare lists of stockholders and their addresses as
required, to be custodian of corporate records and the corporate seal and to
affix and attest to the same on documents.

Any Assistant Clerk shall perform such duties and possess such powers as
the Board of Directors, the President or the Clerk may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Clerk, the Assistant Clerk (or if there shall be more than one, the Assistant
Clerks in the order determined by the Board of Directors) shall perform the
duties and exercise the powers of the Clerk.

-8-

In the absence of the Clerk or any Assistant Clerk at any meeting of
stockholders or Directors, the person presiding at meeting shall designate a
temporary clerk to keep a record of the meeting.

3.12 SECRETARY AND ASSISTANT SECRETARIES. If a Secretary is appointed, he
shall attend all meetings of the Board of Directors and shall keep a record of
the meetings of the Directors. He shall, when required, notify the Directors of
their meetings, and shall possess such other powers and shall perform such other
duties as the Board of Directors or the President may from time to time
prescribe.

Any Assistant Secretary shall perform such duties and possess such
powers as the Board of Directors, the President or the Secretary may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

3.13 SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

ARTICLE 4 - CAPITAL STOCK

4.1 ISSUE OF CAPITAL STOCK. Unless otherwise voted by the stockholders,
the whole or any part of any unissued balance of the authorized capital stock of
the corporation or the whole or any part of the capital stock of the corporation
held in its treasury may be issued or disposed of by vote of the Board of
Directors, in such manner, for such consideration and on such terms as the
Directors may determine.

4.2 CERTIFICATE OF STOCK. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may be
prescribed from time to time by the Directors. The certificate shall be signed
by the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, but when a certificate is countersigned by a transfer agent or a
registrar, other than a Director, officer or employee of the corporation, such
signature may be a facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the time of its
issue.

Every certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Articles of Organization, the By-Laws, applicable
securities laws or any agreement to which the corporation is a party, shall have
conspicuously

-9-

noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restrictions and a statement
that the corporation will furnish a copy of the restrictions to the holder of
such certificate upon written request and without charge. Every certificate
issued when the corporation is authorized to issue more than one class or series
of stock shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class and series authorized to be issued or a statement of
the existence of such preferences, powers, qualifications and rights and a
statement that the corporation will furnish a copy thereof to the holder of
such certificate upon written request and without charge.

4.3 TRANSFERS. Subject to the restrictions, if any, stated or noted on
the stock certificates, shares of stock may be transferred on the books of the
corporation by the surrender to the corporation or its transfer agent of the
certificate representing such shares properly endorsed or accompanied by a
written assignment or power of attorney properly executed, and with such proof
of authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Articles of Organization or by these By-Laws, the corporation shall be entitled
to treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to vote
with respect thereto, regardless of any transfer, pledge or other disposition of
such stock until the shares have been transferred on the books of the
corporation in accordance with the requirements of these By-Laws.

It shall be the duty of each stockholder to notify the corporation of his
post office address and of his taxpayer identification number.

4.4 RECORD DATE. The Board of Directors may fix in advance a time not
more than 60 days preceding the date of any meeting of stockholders or the date
for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders may
be effectively expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such meeting, and any
adjournment, or the right to receive such dividend or distribution or the right
to give such consent or dissent. In such case only stockholders of record on
such record date shall have such right, notwithstanding any transfer of stock on
the books of the corporation after the record date. Without fixing such record
date the Directors may for any of such purposes close the transfer books for all
or any part of such period.

If no record date is fixed and the transfer books are not closed, the
record date for determining the stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
before the day on which notice is given, and the record date for determining the
stockholders for any other

-10-

purpose shall be at the close of business on the day on which the Board of
Directors acts with respect to such purpose.

4.5 REPLACEMENT OF CERTIFICATES. In case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate certificate
may be issued in place of the lost, destroyed or mutilated certificate, upon
such terms as the Directors may prescribe, including the presentation of
reasonable evidence of such loss, destruction or mutilation and the giving of
such indemnity as the Directors may require for the protection of the
corporation or any transfer agent or registrar.

ARTICLE 5 - MISCELLANEOUS PROVISIONS

5.1 FISCAL YEAR. Except as otherwise set forth in the Articles of
Organization or as otherwise determined from time to time by the Board of
Directors, the fiscal year of the corporation shall in each year end on December
31.

5.2 SEAL. The seal of the corporation shall, subject to alteration by
the Directors, bear its name, the word "Massachusetts" and the year of its
incorporation.

5.3 VOTING OF SECURITIES. Except as the Board of Directors may otherwise
designate, the President or Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.

5.4 CORPORATE RECORDS. The original, or attested copies, of the Articles
of Organization, By-Laws and records of all meetings of the incorporators and
stockholders, and the stock records, which shall contain the names of all
stockholders and the record address and the amount of stock held by each, shall
be kept in Massachusetts at the principal office of the corporation, or at an
office of its transfer agent or of the Clerk. These copies and records need not
all be kept in the same office. They shall be available at all reasonable times
for the inspection of any stockholder for any proper purpose, but not to secure
a list of stockholders for the purpose of selling the list or copies of the list
or of using the list for a purpose other than in the interest of the applicant,
as a stockholder, relative to the affairs of the corporation.

5.5 EVIDENCE OF AUTHORITY. A certificate by the Clerk or Secretary, or
an Assistant Clerk or Assistant Secretary, or a temporary Clerk or temporary
Secretary, as to any action taken by the stockholders, Directors, any committee
or any officer or representative of the corporation shall as to all persons who
rely on the certificate in good faith be conclusive evidence of such action.

-11-

5.6 ARTICLES OF ORGANIZATION. All references in these By-Laws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the corporation, as amended and in effect from time to time.

5.7 SEVERABILITY. Any determination that any provision of these By-Laws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws.

5.8 PRONOUNS. All pronouns used in these By-Laws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.

ARTICLE 6 - AMENDMENTS

These By-Laws may be amended by vote of the holders of a majority of the
shares of each class of the capital stock at the time outstanding and entitled
to vote at any annual or special meeting of stockholders, if notice of the
substance of the proposed amendment is stated in the notice of such meeting. If
authorized by the Articles of Organization, the Directors, by a majority of
their number then in office, may also make, amend or repeal these By-Laws, in
whole or in part, except with respect to (a) the provisions of these By-Laws
governing (i) the removal of Directors and (ii) the amendment of these By-Laws
and (b) any provision of these By-Laws which by law, the Articles of
Organization or these By-Laws requires action by the stockholders.

Not later than the time of giving notice of the meeting of stockholders
next following the making, amending or repealing by the Directors of any By-Law,
notice stating the substance of such change shall be given to all stockholders
entitled to vote on amending the By-Laws.

Any By-Law adopted by the Directors may be amended or repealed by the
stockholders entitled to vote on amending the By-Laws.

-12-



                                                                   Exhibit 3.113

                                                                               D

                                                                        96295043

                        THE COMMONWEALTH OF MASSACHUSETTS

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                            ARTICLES OF ORGANIZATION
                          (General Laws, Chapter 156B)

                                    ARTICLE I
                      The exact name of the corporation is:

                          ReSource Waste Systems, Inc.

                                   ARTICLE II

     The purpose of the corporation is to engage in the following business
                                  activities:

To provide waste removal services, and to engage in such other endeavors as the
corporation may, from time to time, choose to undertake.

To purchase, receive, take by grant, lease or otherwise acquire, own, hold,
improve, employ, use and otherwise deal in and with, real property, or any
interest therein, wherever situated.

To purchase, hold, acquire, sell, pledge, transfer, mortgage and otherwise
dispose of shares of the capital stock and bonds, or the evidence of
indebtedness created by other corporations and, while the holder thereof, to
exercise all the rights and privileges of ownership.

To borrow or lend money, and to make and issue notes, bonds, debentures,
obligations and evidence of indebtedness of all kinds, whether secured by
mortgage, pledge or otherwise, without limit as to amount, and to secure the
same by mortgage, pledge or otherwise and generally to make and perform
agreements and contracts of every kind and description.

To subscribe for, take, acquire, hold, sell, exchange and deal in shares,
stocks, bonds, obligations and securities of any corporation, government,
authority or company; to form, promote, subsidize and assist companies,
syndicates or partnerships of all kinds and to finance and refinance the
same; and to guaranty the obligations of other persons, firms or corporations.

To engage in business in Massachusetts and in all other parts of the United
States and also in foreign countries and to do all and every thing necessary,
suitable, convenient or proper for the accomplishment of any of the purposes
herein set forth.

To carry on any business, operation or activity referred to in the foregoing
paragraphs either alone or in conjunction with, or as a partnership, joint
venture or other arrangement with, any corporation, association, trust, firm or
individual.

In general, to do any thing permitted by all present and future laws of the
Commonwealth of Massachusetts applicable to business corporations.

NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE 8 1/2 X
11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN
ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE REQUIRING EACH
ADDITION IS CLEARLY INDICATED.

[SIDENOTE]

/s/ [ILLEGIBLE]
- ---------------
Examiner


/s/ [ILLEGIBLE]
- ---------------
Name
Approved


C        / /
P        /X/
M        / /
R.A.     / /

        5
- --------------
P.C.




                           ARTICLE III


State the total number of shares and par value, if any, of each class of
stock which the corporation is authorized to issue.




       WITHOUT PAR VALUE                         WITH PAR VALUE
- --------------------------------- ----------------------------------------------
TYPE          NUMBER OF SHARES      TYPE       NUMBER OF SHARES      PAR VALUE
- --------------------------------------------------------------------------------
                                                         
Common:                           Common:
- --------------------------------------------------------------------------------
                                                     200,000            $0.01
- --------------------------------------------------------------------------------
Preferred:                        Preferred:
- --------------------------------------------------------------------------------

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



                                 ARTICLE IV


If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class,
if shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.



                                    N/A




                                 ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:

                                   NONE


                                ARTICLE VI

**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or
for limiting, defining, or regulating the powers of the corporation, or of
its directors or stockholders, or of any class of stockholders:







**IF THERE ARE NO PROVISIONS STATE "NONE."    (See page 6A attached hereto.)
NOTE: THE PRECEDING SIX (6) ARTICLES ARE CONSIDERED TO BE PERMANENT AND MAY
ONLY BE CHANGED BY FILING APPROPRIATE ARTICLES OF AMENDMENT.



                                     PAGE 6A

                          ReSource Waste Systems, Inc.

                      ARTICLES OF ORGANIZATION (Continued)

                             Article VI (Continued)

                            Other Lawful Provisions:

     a.     Meetings of the stockholders of the Corporation may be held anywhere
            in the United States.

     b.     The Directors of the Corporation may make, amend or repeal the
            By-Laws of the Corporation in whole or in part, except with respect
            to any provisions thereof which by law or by the By-Laws requires
            action by the stockholders.

     c.     The Corporation may be a partner in any business enterprise which
            the Corporation would have the power to conduct itself.

     d.     No Director shall be personally liable to the Corporation or its
            stockholders for monetary damages for breach of fiduciary duty as a
            Director notwithstanding any provision of law imposing such
            liability; provided, however, that this provision shall not
            eliminate the liability of a Director to the extent that such
            liability is imposed by applicable law (i) for any breach of the
            Director's duty of loyalty to the Corporation or its stockholders,
            (ii) for acts or omissions not in good faith or which involve
            intentional misconduct or a knowing violation of law, (iii) under
            Section 61 or 62 or successor provisions of the Massachusetts
            Business Corporation Law or (iv) for any transaction from which the
            Director derived an improper personal benefit. This provision shall
            not eliminate the liability of a Director for any act or omission
            occurring prior to the date upon which this provision becomes
            effective. No amendment to or repeal of this provision shall apply
            to or have any effect on the liability or alleged liability of any
            Director for or with respect to any acts or omissions of such
            Director occurring prior to such amendment or repeal.



                                   ARTICLE VII
The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a LATER effective date is
desired, specify such date which shall not be more than thirty days after the
date of filing.

                                   ARTICLE VIII
The information contained in Article VIII is not a permanent part of the
Articles of Organization.

a.   The street address (post office boxes are not acceptable) of the principal
     office of the corporation IN MASSACHUSETTS is:

     c/o Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial
     Center, Boston, Massachusetts 02111

b.   The name, residential address and post office address of each director and
     officer of the corporation is as follows:



                      NAME           RESIDENTIAL ADDRESS     POST OFFICE ADDRESS
                                                    
President:     Joseph J. Lombardi    40 Turkey Hill Lane     Same as residence.
                                     Hingham, MA 02043
Treasurer:     Joseph J. Lombardi    40 Turkey Hill Lane     Same as residence.
                                     Hingham, MA 02043
Clerk:         Joseph J. Lombardi    40 Turkey Hill Lane     Same as residence.
                                     Hingham, MA 02043
Directors:     Joseph J. Lombardi    40 Turkey Hill Lane     Same as residence.
                                     Hingham, MA 02043

Assistant
Clerk          Paul D. Wilson        62 Staniford Street     Same as residence.
                                     Newton, MA 02166


c.   The fiscal year (i.e., tax year) of the corporation shall end on the last
     day of the month of:
                               December

d.   The name and business address of the resident agent, if any, of the
     corporation is:
                                       N/A

                                   ARTICLE IX
By-Laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose
signature(s) appear below as incorporator(s) and whose name(s) and business or
residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 21st day of October, 1996.

/s/ Catherine Topouzoglou
- --------------------------------------------------------------------------------
Catherine Topouzoglou
Mintz, Levin, Chohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center, Boston, MA 02111


NOTE: IF AN EXISTING CORPORATION IS ACTING AS INCORPORATOR, TYPE IN THE EXACT
NAME OF THE CORPORATION, THE STATE OR OTHER JURISDICTION WHERE IT WAS
INCORPORATED, THE NAME OF THE PERSON SIGNING ON BEHALF OF SAID CORPORATION AND
THE TITLE HE/SHE HOLDS OR OTHER AUTHORITY BY WHICH SUCH ACTION IS TAKEN.



                                     552750

                        THE COMMONWEALTH OF MASSACHUSETTS

                            ARTICLES OF ORGANIZATION
                          (GENERAL LAWS, CHAPTER 156B)

                                                                         [STAMP]
================================================================================

I hereby certify that, upon examination of these Articles of Organization, duly
submitted to me, it appears that the provisions of the General Laws relative to
the organization of corporations have been compiled with, and I hereby approve
said articles; and the filing fee in the amount of $200.00 having been paid,
said articles are deemed to have been filed with me this 21st day of OCTOBER
1996.

EFFECTIVE DATE:
               -----------------------------------------------------------------

                           /s/ William Francis Galvin

                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH


                                                      A TRUE COPY ATTEST

                                                  /s/ William Francis Galvin

                                                    WILLIAM FRANCIS GALVIN
                                                 SECRETARY OF THE COMMONWEALTH

                                               DATE 6/6/02 CLERK /s/ [ILLEGIBLE]
                                                                 --------------

FILING FEE: One tenth of one percent of the total authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock with a par
value less than $1.00, or no par stock, shall be deemed to have a par value of
$1.00 per share.

                         TO BE FILLED IN BY CORPORATION
                      PHOTOCOPY OF DOCUMENT TO BE SENT TO:

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

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

                              Catherine Topouzoglou
               Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
- --------------------------------------------------------------------------------
                              One Financial Center
                                Boston, MA 02111
Telephone :                 Telephone: (617) 542-6000
            --------------------------------------------------------------------



                              FEDERAL IDENTIFICATION      FEDERAL IDENTIFICATION
                              NO. 000665422               NO. 04-3333859
                              ----------------------      -----------------
                                      (M)                          (S)


                        THE COMMONWEALTH OF MASSACHUSETTS

                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                              ARTICLES OF / *MERGER
                    (GENERAL LAWS, CHAPTER 156B, SECTION 78)

/ *merger of                         (M)  RWS Acquisition, Inc.
                                     -------------------------------------------
                                     (S)  ReSource Waste Systems, Inc.
                                     -------------------------------------------

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

                                     ------------------------------------------,

                                              the constituent corporations, into


                                     (S)  ReSource Waste Systems, Inc.
                                     -------------------------------------------

                                        / *one of the constituent corporations.

The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:

1. An agreement of / *merger has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 78, and will be kept as
provided by Subsection (d) thereof. The / *surviving corporation will furnish
a copy of said agreement to any of its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request and without
charge.

2. The effective date of the / *merger determined pursuant to the agreement of
/ *merger shall be the date approved and filed by the Secretary of the
Commonwealth. If a LATER effective date is desired, specify such date which
shall not be more than THIRTY DAYS after the date of filing:

3. (For a merger)
**The following amendments to the Articles of Organization of the SURVIVING
corporation have been effected pursuant to the agreement of merger:

                            Article II, III, VI, VIII

         See Attachment 3.


*DELETE THE INAPPLICABLE WORD        ** IF THERE ARE NO PROVISIONS STATE "NONE".
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 8 1/2 X 11 SHEETS OF
PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE
MAY BE MADE ON A SINGLE SHEET AS LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS
CLEARLY INDICATED.

(M)        7/1/99 NC

(S)        10/21/96 NC

[SIDENOTE]

/s/ [ILLEGIBLE]
- ------------------
Examiner

C        / /
P        /X/
M        / /
R.A.     /X/

         9
- ------------------
P.C.



(FOR A CONSOLIDATION)
(a)  The purpose of the RESULTING corporation is to engage in the following
business activities:


(b)  State the total number of shares and the par value, if any, of each class
of stock which the RESULTING corporation is authorized to issue.



       WITHOUT PAR VALUE                         WITH PAR VALUE
- --------------------------------- ----------------------------------------------
TYPE          NUMBER OF SHARES      TYPE       NUMBER OF SHARES      PAR VALUE
- --------------------------------------------------------------------------------
                                                         
Common:                           Common:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Preferred:                        Preferred:
- --------------------------------------------------------------------------------

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


**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of each series then established.

**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:

**(c) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

**IF THERE ARE NO PROVISIONS STATE "NONE".



                                 ATTACHMENT 3

3.  (FOR A MERGER)
The following amendments to the Articles of Organization of the SURVIVING
corporation have been effected pursuant to the agreement of merger:

                                 ARTICLE II
The purpose of the corporation is to engage in the following business
activities:

    (a) To engage in the business of waste disposal.

    (b) To carry on any business or other activity which may lawfully be
    carried on by a corporation organized under the Business Corporation Law
    of the Commonwealth of Massachusetts, whether or not related to those
    referred to in the preceding paragraph.

                                 ARTICLE III
State the total number of shares and par value, if any, of each class of
stock which the corporation is authorized to issue.





       WITHOUT PAR VALUE                         WITH PAR VALUE
- --------------------------------- ----------------------------------------------
TYPE          NUMBER OF SHARES      TYPE       NUMBER OF SHARES      PAR VALUE
- --------------------------------------------------------------------------------
                                                         
Common:        None               Common:              5,000            $.01
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Preferred:     None               Preferred:           None
- --------------------------------------------------------------------------------

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



                                   ARTICLE VI
Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or
for limiting, defining, or regulating the powers of the corporation, or of
its directors or stockholders, or of any class of stockholders:

                                See Attachment 6.




                                  ARTICLE VIII
     THE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PART OF THE
     ARTICLES OF ORGANIZATION.

     a.     The street address (POST OFFICE BOXES ARE NOT ACCEPTABLE) of the
            principal office of the corporation in MASSACHUSETTS is:

                 c/o CT Corporation System, 2 Oliver Street, Boston, MA 02109

     b.     The name, residential address and post office address of each
            director and officer of the corporation is as follows:



               NAME                  RESIDENTIAL ADDRESS        POST OFFICE ADDRESS
                                                       
PRESIDENT:     John W. Casella       67 Ives Avenue             Casella Waste Systems, Inc.
                                     Rutland, VT 05701          25 Greens Hill Lane
                                                                Rutland, VT 05701

VICE PRESIDENT Jerry S. Cifor        Manchester West Road       Casella Waste Systems, Inc.
AND ASSISTANT                        Manchester, VT 05254       25 Greens Hill Lane
CLERK:                                                          Rutland, VT 05701

TREASURER:     Douglas R. Casella    3 Stonehollow              Casella Waste Systems, Inc.
                                     Mendon, VT 05701           25 Greens Hill Lane
                                                                Rutland, VT 05701

CLERK:         James W. Bohlig       Russellville Road          Casella Waste Systems, Inc.
                                     Box 1043                   25 Greens Hill Lane
                                     Cuttingsville, VT 05738    Rutland, VT 05701

DIRECTORS:     John W. Casella       67 Ives Avenue             Casella Waste Systems, Inc.
                                     Rutland, VT 05701          25 Greens Hill Lane
                                                                Rutland, VT 05701

               Douglas R. Casella    3 Stonehollow              Casella Waste Systems, Inc.
                                     Mendon, VT 05701           25 Greens Hill Lane
                                                                Rutland, VT 05701

               James W. Bohlig       Russellville Road          Casella Waste Systems, Inc.
                                     Box 1043                   25 Greens Hill Lane
                                     Cuttingsville, VT 05738    Rutland, VT 05701




                                  ATTACHMENT 6

     6.     Other lawful provisions, if any, for the conduct and regulation of
            the business and affairs of the corporation, for its voluntary
            dissolution, or for limiting, defining, or regulating the powers of
            the corporation, or of its directors or stockholders, or of any
            class of stockholders:

     6A.    LIMITATION OF DIRECTOR LIABILITY

            Except to the extent that Chapter 156B of the Massachusetts General
     Laws prohibits the elimination or limitation of liability of directors for
     breaches of fiduciary duty, no director of the corporation shall be
     personally liable to the corporation or its stockholders for monetary
     damages for any breach of fiduciary duty as a director, notwithstanding any
     provision of law imposing such liability. No amendment to or repeal of this
     provision shall apply to or have any effect on the liability or alleged
     liability of any director of the corporation for or with respect to any
     acts or omissions of such director occurring prior to such amendment.

     6B.    INDEMNIFICATION

            1. The corporation shall, to the fullest extent permitted by the
     applicable provisions of Chapter 156B of the Massachusetts General Laws, as
     amended from time to time, indemnify each person who was or is a party or
     is threatened to be made a party to any threatened, pending or completed
     action, suit or proceeding, whether civil, criminal, administrative or
     investigative, by reason of the fact that he is or was, or has agreed to
     become, a director or officer of the corporation, or is or was serving, or
     has agreed to serve, at the request of the corporation, as a director or
     officer of, or in a similar capacity with, another organization or in any
     capacity with respect to any employee benefit plan of the corporation (all
     such persons being referred to hereafter as an "Indemnitee"), or by reason
     of any action alleged to have been taken or omitted in such capacity,
     against all expenses (including attorneys' fees), judgments, fines and
     amounts paid in settlement incurred by or on behalf of an Indemnitee in
     connection with such action, suit or proceeding and any appeal therefrom,
     unless such Indemnitee shall be finally adjudicated in such action, suit or
     proceeding not to have acted in good faith in the reasonable belief that
     his action was in the best interests of the corporation or, to the extent
     such matter relates to service with respect to an employee benefit plan,
     in the best interests of the participants or beneficiaries of such employee
     benefit plan.

            2. Notwithstanding the provisions of Section 1 of this Article, in
     the event that a pending or threatened action, suit or proceeding is
     compromised or settled in a manner which imposes any liability or
     obligation upon an Indemnitee in a matter for which such Indemnitee would
     otherwise be entitled to indemnification hereunder, no



     indemnification shall be provided to such Indemnitee with respect to such
     matter if it is determined that such Indemnitee did not act in good faith
     in the reasonable belief that his action was in the best interests of the
     corporation or, to the extent such matter relates to service with respect
     to an employee benefit plan, in the best interests of the participants or
     beneficiaries of such employee benefit plan.

            3. As a condition precedent to his right to be indemnified, the
     Indemnitee must notify the corporation in writing as soon as practicable of
     any action, suit, proceeding or investigation involving him for which
     indemnity will or could be sought. With respect to any action, suit,
     proceeding or investigation of which the corporation is so notified, the
     corporation will be entitled to participate therein at its own expense and
     /or to assume the defense thereof at its own expense, with legal counsel
     reasonably acceptable to the Indemnitee.

            4. In the event that the corporation does not assume the defense of
     any action, suit, proceeding or investigation of which the corporation
     receives notice under this Article, the corporation shall pay in advance of
     the final disposition of such matter any expenses (including attorneys'
     fees) incurred by an Indemnitee in defending a civil or criminal action,
     suit, proceeding or investigation or any appeal therefrom; PROVIDED,
     HOWEVER, that the payment of such expenses incurred by an Indemnitee in
     advance of the final disposition of such matter shall be made only upon
     receipt of an undertaking by or on behalf of the Indemnitee to repay all
     amounts so advanced in the event that it shall ultimately be determined
     that the Indemnitee is not entitled to be indemnified by the corporation as
     authorized in this Article, which undertaking shall be accepted without
     reference to the financial ability of the Indemnitee to make such
     repayment; and FURTHER PROVIDED that no such advancement of expenses shall
     be made if it is determined that the Indemnitee did not act in good faith
     in the reasonable belief that his action was in the best interests of the
     corporation or, to the extent such matter relates to service with respect
     to an employee benefit plan, in the best interests of the participants or
     beneficiaries of such employee benefit plan.

            5. All determinations hereunder as to the entitlement of an
     Indemnitee to indemnification or advancement of expenses shall be made by:
     (a) a majority vote of a quorum of the directors of the corporation, (b) a
     majority vote of a quorum of the outstanding shares of stock of all classes
     entitled to vote for directors, voting as a single class, which quorum
     shall consist of stockholders who are not at that time parties to the
     action, suit or proceeding in question, (c) independent legal counsel (who
     may, to the extent permitted by law, be regular legal counsel to the
     corporation), or (d) a court of competent jurisdiction.

            6. The corporation shall not indemnify an Indemnitee seeking
     indemnification in connection with a proceeding (or part thereof) initiated
     by such Indemnitee unless the initiation thereof was approved by the Board
     of Directors of

                                       -2-


     the corporation. In addition, the corporation shall not indemnify any such
     Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of
     insurance, and in the event the corporation makes any indemnification
     payments to any such Indemnitee and such Indemnitee is subsequently
     reimbursed from the proceeds of insurance, such Indemnitee shall promptly
     refund such indemnification payments to the corporation to the extent of
     such insurance reimbursement.

            7. The indemnification rights provided in this Article (i) shall not
     be deemed exclusive of any other rights to which an Indemnitee may be
     entitled under any law, agreement or vote of stockholders or directors or
     otherwise, and (ii) shall inure to the benefit of the heirs, executors and
     administrators of such Indemnitees. The corporation may, to the extent
     authorized from time to time by its Board of Directors, grant
     indemnification rights to other employees or agents of the corporation or
     other persons serving the corporation and such rights may be equivalent to,
     or greater or less than, those set forth in this Article.

     6C.    OTHER PROVISIONS

            (a) The directors may make, amend, or repeal the by-laws in whole or
     in part, except with respect to any provision of such by-laws which by law
     or these Articles or the by-laws requires action by the stockholders.

            (b) Meetings of the stockholders of the corporation may be held
     anywhere in the United States.

            (c) The corporation shall have the power to be a partner in any
     business enterprise which this corporation would have the power to conduct
     by itself.

            (d) The corporation, by vote of a majority of the stock outstanding
     and entitled to vote thereon (or if there are two or more classes of stock
     entitled to vote as separate classes, then by vote of a majority of each
     such class of stock outstanding), may (i) authorize any amendment to its
     Articles of Organization pursuant to Section 71 of Chapter 156B of the
     Massachusetts General Laws, as amended from time to time, (ii) authorize
     the sale, lease or exchange of all or substantially all of its property and
     assets, including its goodwill, pursuant to Section 75 of Chapter 156B of
     the Massachusetts General Laws, as amended from time to time, and (iii)
     approve an agreement of merger or consolidation pursuant to Section 78 of
     Chapter 156B of the Massachusetts General Laws, as amended from time to
     time.

                                       -3-


4. The information contained in item 4 is NOT A PERMANENT part of the Articles
of Organization of the /*surviving corporation.

(a) The street address of the /*surviving corporation in Massachusetts is:
(POST OFFICE BOXES ARE NOT ACCEPTABLE)
         295 Service Road, E. Sandwich, MA 02537

(b) The name, residential address, and post office address of each director and
officer of the /*surviving corporation is:



                    NAME              RESIDENTIAL ADDRESS        POST OFFICE ADDRESS
                                                       
President:     John W. Casella       67 Ives Avenue             Casella Waste Systems, Inc.
   *                                 Rutland, VT 05701          25 Greens Hill Lane
                                                                Rutland, VT 05701
Treasurer:     Douglas R. Casella    3 Stonehollow Road         Casella Waste Systems, Inc.
                                     Mendon, VT 05701           25 Greens Hill Lane
                                                                Rutland, VT 05701
Clerk:         James W. Bohlig       Russellville Road          Casella Waste Systems, Inc.
                                     Box 1043                   25 Greens Hill Lane
                                     Cuttingsville, VT 05738    Rutland, VT 05701
Directors:     John W. Casella       67 Ives Avenue             Casella Waste Systems, Inc.
                                     Rutland, VT 05701          25 Greens Hill Lane
                                                                Rutland, VT 05701
               Douglas R. Casella    3 Stonehollow Road         Casella Waste Systems, Inc.
                                     Mendon, VT 05701           25 Greens Hill Lane
                                                                Rutland, VT 05701
               James W. Bohlig       Russellville Road          Casella Waste Systems, Inc.
                                     Box 1043                   25 Greens Hill Lane
                                     Cuttingsville, VT 05738    Rutland, VT 05701
*Vice President
 and Assistant
 Clerk:        Jerry Cifor           Manchester West Road       Casella Waste Systems, Inc.
                                     Manchester, VT 05254       25 Greens Hill Lane
                                                                Rutland, VT 05701


(c) The fiscal year (i.e. tax year) of the /*surviving corporation shall end on
the last day of the month of: December

(d) The name and business address of the resident agent, if any, of the
/*surviving corporation is:
             c/o CT Corporation, 2 Oliver Street, Boston, MA 02109

The undersigned officers of the several constituent corporations listed above
further state under the penalties of perjury as to their respective corporations
that the agreement of /*merger has been duly executed on behalf of such
corporation and duly approved by the stockholders of such corporation in the
manner required by General Laws, Chapter 156B, Section 78.

                /s/ Jerry S. Cifor
- -----------------------------------------------------, */Vice President

                /s/ Jerry S. Cifor
- ------------------------------------------------------, /*Assistant Clerk

of RWS Acquisition, Inc.
- --------------------------------------------------------------------------------
                        (NAME OF CONSTITUENT CORPORATION)

                /s/[ILLEGIBLE]
- ----------------------------------------------------, *President/*Vice President

                /s/[ILLEGIBLE]
- ----------------------------------------------------, *Clerk /*Assistant Clerk

of ReSource Waste Systems, Inc.
- --------------------------------------------------------------------------------
                        (NAME OF CONSTITUENT CORPORATION)

*DELETE THE INAPPLICABLE WORDS.



                                      665589

                        THE COMMONWEALTH OF MASSACHUSETTS

                              ARTICLES OF /*MERGER

                    (GENERAL LAWS, CHAPTER 156B, SECTION 78)

================================================================================

I hereby approve the within Articles of *Consolidation /*Merger and, the filing
fee in the amount of $250.00, having been paid, said articles are deemed to
have been filed with me this 1st day of JULY, 1999.

EFFECTIVE DATE:
               ------------------------------

                           /s/ William Francis Galvin

                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH

                                                      A TRUE COPY ATTEST

                                                  /s/ William Francis Galvin
                                                    WILLIAM FRANCIS GALVIN
                                                 SECRETARY OF THE COMMONWEALTH

                                               DATE 6/6/02 CLERK /s/ [ILLEGIBLE]
                                                                 ---------------

                         TO BE FILLED IN BY CORPORATION
                      PHOTOCOPY OF DOCUMENT TO BE SENT TO:

                              Donna A. Pace
- --------------------------------------------------------------------------------
                              Corporate Paralegal
                              Hale and Dorr LLP
- --------------------------------------------------------------------------------
                              60 State Street
                              Boston, MA 02109

                              (617) 526-5179
Telephone:---------------------------------------------------------------------

Exhibit 3.114

Effective as of July 1, 1999

BY-LAWS

RESOURCE WASTE SYSTEMS, INC.

BY-LAWS

TABLE OF CONTENTS

PAGE

ARTICLE 1 - Stockholders................................................................................. 1
1.1 Place of Meetings........................................................................... 1
1.2 Annual Meeting.............................................................................. 1
1.3 Special Meetings............................................................................ 1
1.4 Notice of Meetings.......................................................................... 2
1.5 Quorum...................................................................................... 2
1.6 Adjournments................................................................................ 2
1.7 Voting and Proxies.......................................................................... 2
1.8 Action at Meeting........................................................................... 3
1.9 Action without Meeting...................................................................... 3

ARTICLE 2 - Directors.................................................................................... 3
2.1 Powers...................................................................................... 3
2.2 Number, Election and Qualification.......................................................... 3
2.3 Enlargement of the Board ................................................................... 4
2.4 Tenure...................................................................................... 4
2.5 Vacancies................................................................................... 4
2.6 Resignation................................................................................. 4
2.7 Removal..................................................................................... 4
2.8 Regular Meetings.. ......................................................................... 4
2.9 Special Meetings............................................................................ 4
2.10 Meetings by Telephone Conference Calls...................................................... 5
2.11 Notice of Special Meetings.................................................................. 5
2.12 Quorum...................................................................................... 5
2.13 Action at Meeting........................................................................... 5
2.14 Action by Consent ........................................................................ 5
2.15 Committees.................................................................................. 5
2.16 Compensation of Directors................................................................... 6

ARTICLE 3 - Officers..................................................................................... 6
3.1 Enumeration................................................................................. 6
3.2 Election.................................................................................... 6
3.3 Qualification............................................................................... 6
3.4 Tenure...................................................................................... 6
3.5 Resignation and Removal..................................................................... 7
3.6 Vacancies................................................................................... 7
3.7 Chairman of the Board and Vice-Chairman of the Board....................................... 7
3.8 President................................................................................... 7

-i-

ARTICLE 5 - Miscellaneous Provisions.................................................................... 11
5.1 Fiscal Year................................................................................. 11
5.2 Seal....................................................,................................... 11
5.3 Voting of Securities........................................................................ 11
5.4 Corporate Records ........................................................................ 11
5.5 Evidence of Authority....................................................................... 12
5.6 Articles of Organization.................................................................... 12
5.7 Severability................................................................................ 12
5.8 Pronouns.................................................................................... 12

ARTICLE 6 - Amendments.................................................................................. 12

-ii-

BY-LAWS

RWS ACQUISITION, INC.

ARTICLE 1 - STOCKHOLDERS

permitted by law for this purpose at any time at which the corporation shall
have a class of voting stock registered under the Exchange Act.

-2-

1.9 ACTION WITHOUT MEETING. Any action required or permitted to be taken
at any meeting of the stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action in writing and
the written consents are filed with the records of the meetings of stockholders.
Each such consent shall be treated for all purposes as a vote at a meeting.

ARTICLE 2 - DIRECTORS

2.2 NUMBER, ELECTION AND QUALIFICATION. The number of Directors which
shall constitute the whole Board of Directors shall be determined by vote of the
stockholders or the Board of Directors, but shall consist of not less than three
Directors (except that whenever there shall be only two stockholders the number
of Directors shall be not less than two and whenever there shall be only one
stockholder or prior to the issuance of any stock, there shall be at least one
Director). The number of Directors may be decreased at any time and from time to
time either by the stockholders or by a majority of the Directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more Directors. The
Directors shall be elected at the annual meeting

-3-

of stockholders by such stockholders as have the right to vote on such election.
No Director need be a stockholder of the corporation.

2.3 ENLARGEMENT OF THE BOARD. The number of Directors may be increased
at any time and from time to time by the stockholders or by a majority of the
Directors then in office.

2.4 TENURE. Each Director shall hold office until the next annual
meeting of stockholders and until his successor is elected and qualified, or
until his earlier death, resignation or removal.

2.7 REMOVAL. A Director may be removed from office with or without cause
by vote of the holders of a majority of the shares entitled to vote in the
election of Directors. However, the Directors elected by the holders of a
particular class or series of stock may be removed from office with or without
cause only by vote of the holders of a majority of the outstanding shares of
such class or series. In addition, a Director may be removed from office for
cause by vote of a majority of the Directors then in office. A Director may be
removed for cause only after reasonable notice and opportunity to be heard
before the body proposing to remove him.

-4-

-5-

ARTICLE 3 - OFFICERS

-6-

-7-

-8-

In the absence of the Clerk or any Assistant Clerk at any meeting of
stockholders or Directors, the person presiding at meeting shall designate a
temporary clerk to keep a record of the meeting.

Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the President or the Secretary may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

3.13 SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

ARTICLE 4 - CAPITAL STOCK

-9-

noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restrictions and a statement
that the corporation will furnish a copy of the restrictions to the holder of
such certificate upon written request and without charge. Every certificate
issued when the corporation is authorized to issue more than one class or series
of stock shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class and series authorized to be issued or a statement of
the existence of such preferences, powers, qualifications and rights and a
statement that the corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.

It shall be the duty of each stockholder to notify the corporation of his
post office address and of his taxpayer identification number.

-10-

purpose shall be at the close of business on the day on which the Board of
Directors acts with respect to such purpose.

ARTICLE 5 - MISCELLANEOUS PROVISIONS

5.2 SEAL. The seal of the corporation shall, subject to alteration by
the Directors, bear its name, the word "Massachusetts" and the year of its
incorporation.

-11-

5.7 SEVERABILITY. Any determination that any provision of these By-Laws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws.

5.8 PRONOUNS. All pronouns used in these By-Laws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.

ARTICLE 6 - AMENDMENTS

Any By-Law adopted by the Directors may be amended or repealed by the
stockholders entitled to vote on amending the By-Laws.

-12-



                                                                   Exhibit 3.115

                                                              FILED

                                                            FEB 27 1997

                                                   SECRETARY OF THE COMMONWEALTH
                                                       CORPORATIONS DIVISION


                           CERTIFICATE OF ORGANIZATION

                                       OF

                        ROCHESTER ENVIRONMENTAL PARK, LLC

     The undersigned, being authorized to execute and file this Certificate for
the purpose of forming a limited liability company under the laws of the
Commonwealth of Massachusetts, hereby certifies as follows:

     1.     NAME OF THE COMPANY. The name of the limited liability company (the
"Company") is Rochester Environmental Park, LLC.

     2.     OFFICE OF THE COMPANY. The address of the office of the Company at
which its records will be maintained is 50 Cranberry Highway, Rochester,
Massachusetts 02770.

     3.     BUSINESS OF THE COMPANY. The general character of the business of
the Company is: (a) to operate a recycling business and environmental park; (b)
to own and utilize real and personal property; and (c) to otherwise engage in
any lawful act or activity for which limited liability companies may be
organized under Chapter 156C of the Massachusetts General Laws.

     4.     DATE OF DISSOLUTION. The latest date on which the Company shall
dissolve is December 31, 2022.

     5.     AGENT FOR SERVICE OF PROCESS. The name and business address of the
agent for service of process is:

     NAME                                                    BUSINESS ADDRESS

     Louis R. Gallo                                          845 Sandwich Road
                                                             P.O. Box 4431
                                                             Sagamore, MA 02561

     6.     MANAGER. The name and business address of the Manager is as follows:

     NAME                                                    BUSINESS ADDRESS

     Louis R. Gallo                                          845 Sandwich Road
                                                             P.O. Box 4431
                                                             Sagamore, MA 02561



     7.     EXECUTION OF DOCUMENTS. The name and business address of each
person, other than the Manager, who is authorized to execute documents to be
filed with the Corporations Division of the Office of the Secretary of the
Commonwealth is as follows:

     NAME                                                    BUSINESS ADDRESS

     NONE                                                    N/A

     8.     EXECUTION OF DOCUMENTS RELATING TO REAL PROPERTY. The name and
business address of each person who is authorized to execute, acknowledge,
deliver and record any recordable instrument on behalf of the Company purporting
to affect an interest in real property, whether to be recorded with a registry
of deeds or a district office of the Land Court is as follows:

     NAME                                                    BUSINESS ADDRESS

     Louis R. Gallo                                          845 Sandwich Road
                                                             P.O. Box 4431
                                                             Sagamore, MA 02561

     IN WITNESS WHEREOF, I have signed this Certificate of Organization and
acknowledged it to be my act this 26 day of February, 1997.

                                                          /s/ Louis R. Gallo
                                                          ----------------------
                                                          Louis R. Gallo
                                                          Manager, hereunto duly
                                                          authorized

                                       -2-


567386

                          COMMONWEALTH OF MASSACHUSETTS

                            LIMITED LIABILITY COMPANY
                          (GENERAL LAWS, CHAPTER 156C)

FILED THIS 27th DAY of Feb 1997

                                    FEE PAID
                                     $500.00
                                   FEB 27 1997

                                    CASHIERS
                                SECRETARY'S OFFICE

                                                    A TRUE COPY ATTEST

                                                 /s/ William Francis Galvin
                                                   WILLIAM FRANCIS GALVIN
                                                SECRETARY OF THE COMMONWEALTH

                                              DATE 7/19/02 CLERK /s/ [ILLEGIBLE]
                                                                 ---------------


                           /s/ William Francis Galvin

                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH


                                97 FEB 27 PM 3:31
                              CORPORATION DIVISION


                                 Mark Coltin Esq
                     ---------------------------------------

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

                     ---------------------------------------
                                 482-1900
                     ---------------------------------------



                                                                       FILED

                                                                     [ILLEGIBLE]

                        ROCHESTER ENVIRONMENTAL PARK, LLC
                            CERTIFICATE OF AMENDMENT

     The undersigned, being authorized to execute and file this Certificate for
the purpose of amending the Certificate of Organization of Rochester
Environmental Park, LLC (hereinafter "REP"), hereby certifies as follows:

     1.     The federal employer identification number for the LLC is 04-3355194

     2.     The name of the limited liability company is Rochester Environmental
     Park, LLC.

     3.     The original Certificate of Organization was filed with the
     Secretary of the Commonwealth on February 27, 1997.

     4.     The current Manager of the LLC is Louis R. Gallo, 845 Sandwich Road,
     P.O. Box 443, Sagamore, Massachusetts 02561.

     5.     No person other than the Manager has authorization to execute
     documents to be filed with the Corporations Division.

     6.     The person authorized to execute documents on behalf of the LLC is
     currently Louis R. Gallo of the above address.

     7.     The Certificate of Organization is hereby amended as follows:

     The Manager of the LLC is changed and the new Manager is:

            David W. Mackley
            50 Cranberry Highway
            Rochester, MA 02770

     The Certificate is further amended in that David W. Mackley is the sole
person authorized to execute, acknowledge, deliver and record any recordable
instruments purporting to affect an interest



in the real property whether to be filed with the Registry of Deeds or a
district office of the Land Court.

     IN WITNESS WHEREOF I have signed the Certificate of Amendment as of this
     17th day of July 1997.

                                                    /s/ Louis R. Gallo
                                                    ----------------------------
                                                    Louis R. Gallo, Manager
                                                    Hereunto Duly Authorized



604868

                          COMMONWEALTH OF MASSACHUSETTS

                            LIMITED LIABILITY COMPANY
                          (GENERAL LAWS, CHAPTER 156C)

FILED THIS 2nd DAY of Feb 1998.


                                    FEE PAID
                                     100.00
                                   FEB -2 1998

                                                    A TRUE COPY ATTEST

                                                 /s/ William Francis Galvin
                                                   WILLIAM FRANCIS GALVIN
                                                SECRETARY OF THE COMMONWEALTH

                                              DATE 7/19/02 CLERK /s/ [ILLEGIBLE]
                                                                 ---------------

                                    CASHIERS
                               SECRETARY'S OFFICE

                           /s/ William Francis Galvin

                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH

                                                              SECRETARY OF THE
                                                                COMMONWEALTH

                                                             98 FEB -2 PM 3:27

                                                            CORPORATION DIVISION

                                William Gardiner
                     ---------------------------------------

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

                     ---------------------------------------
                                542-1871
                     ---------------------------------------



                                                            FILED

                                                          JUN 11 1998

                                                  SECRETARY OF THE COMMONWEALTH
                                                      CORPORATION DIVISION


                        ROCHESTER ENVIRONMENTAL PARK, LLC

                            CERTIFICATE OF AMENDMENT

     The undersigned, being authorized to execute and file this Certificate for
the purpose of amending the Certificate of Organization of Rochester
Environmental Park, LLC (hereinafter "REP"), hereby certifies as follows:

     1.     The federal employer identification number for the LLC is
             04-3355194

     2.     The name of the limited liability company is Rochester Environmental
Park, LLC.

     3.     The original Certificate of Organization was filed with the
Secretary of the Commonwealth on February 27, 1997.

     4.     The current Manager of the LLC is David W. Mackley, 50 Cranberry
Highway, Rochester, Massachusetts 02770.

     5.     No person other than the Manager has authorization to execute
documents to be filed with the Corporations Division.

     6.     The person authorized to execute documents on behalf of the LLC is
currently David W. Mackley of the above address.

     7.     The Certificate of Organization is hereby amended as follows:

     The Manager of the LLC is changed and the new Manager is:

            Robert J. Gunderson
            60 Lumber Street
            Hopkinton, MA 01748

     The Certificate is further amended in that Robert J. Gunderson is the sole
person authorized to execute, acknowledge, deliver and record any recordable
instruments purporting to affect an interest

                                                              SECRETARY OF THE
                                                                COMMONWEALTH

                                                             98 JUN 11 PM 12:33

                                                            CORPORATION DIVISION



in the real property whether to be filed with the Registry of Deeds or a
district office of the Land Court.

     IN WITNESS WHEREOF I have signed this Certificate of Amendment this 9th day
of March 1998.

                                                    /s/ David W. Mackley
                                                    ----------------------------
                                                    David W. Mackley, Manager
                                                    Hereunto Duly Authorized



[ILLEGIBLE]

                          COMMONWEALTH OF MASSACHUSETTS

                            LIMITED LIABILITY COMPANY
                          (GENERAL LAWS, CHAPTER 156C)

FILED THIS 11 DAY of June 1998.

                                    FEE PAID
                                     500.00
                                   JUN 11 1998

                                    CASHIERS
                               SECRETARY'S OFFICE


                                                      A TRUE COPY ATTEST

                                                  /s/ William Francis Galvin
                                                    WILLIAM FRANCIS GALVIN
                                                SECRETARY OF THE COMMONWEALTH

                                             DATE 7/19/02 CLERK /s/ [ILLEGIBLE]
                                                                ---------------

                           /s/ William Francis Galvin

                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH


                                 William Gardiner
                     ---------------------------------------

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

                     ---------------------------------------
                                  617-542-1871
                     ---------------------------------------


                                                              SECRETARY OF THE
                                                                COMMONWEALTH

                                                             98 JUN 11 PM 12:33

                                                            CORPORATION DIVISION



                                                              FILED

                                                            FEB 3 2000

                                                   SECRETARY OF THE COMMONWEALTH
                                                       CORPORATIONS DIVISION

                            CERTIFICATE OF AMENDMENT
                                       TO
                           CERTIFICATE OF ORGANIZATION
                                       OF
                        ROCHESTER ENVIRONMENTAL PARK, LLC

The undersigned, being authorized to execute and file this certificate for the
purpose of amending the Certificate of Organization of Rochester Environmental
Park, LLC (hereinafter "REP"), hereby certifies as follows:

     1.     The name of the limited liability company is Rochester Environmental
            Park, LLC

     2.     The original Certificate of Organization was filed with the
            Secretary of the Commonwealth on February 27, 1997.

     3.     The current manager of the LLC is Robert J. Gunderson, 60 Lumber
            Street, Hopkinton, MA 01748.

     4.     No person other than the Manager has authorization to execute
            documents to be filed with the Corporations Division.

     5.     The person authorized to execute documents on behalf of the LLC is
            currently Robert J. Gunderson of the above address.

            The Certificate of Organization is hereby amended as follows:

     7.     The Manager of the LLC is changed and the new Manager is

                  Casella Waste Systems, Inc.
                  25 Greens Hill Lane
                  Rutland, VT 05702

     6.     The Certificate is further amended in that Casella Waste Systems,
            Inc. is the sole person authorized to execute, acknowledge, deliver
            and record any recordable instruments purporting to affect an
            interest in the real property whether to be filed with the Registry
            of Deeds or a district office of the Land Court.



     IN WITNESS WHEREOF, I have signed this Certificate of Amendment as of this
____ day of February 2000.


                                                        /s/ Robert J. Gunderson
                                                        ------------------------
                                                        Robert J. Gunderson


I hereby acknowledge that the references to me as "Robert J. Gunderson" in the
Certificate of Organization, as amended of the LLC contained an erroneous
spelling, and that my true and proper name is "Robert J. Gunderson".

                                                        /s/ Robert J. Gunderson
                                                        ------------------------
                                                        Robert J. Gunderson



692217                                                                 Ck.#85112


                        The Commonwealth of Massachusetts
                            Limited Liability Company
                          (General Laws, Chapter 156C)

Filed this 3rd day February, 2000.

                                    FEE PAID
                                     $100.00
                                   FEB 03 2000

                                                       A TRUE COPY ATTEST

                                                   /s/ William Francis Galvin
                                                     WILLIAM FRANCIS GALVIN
                                                 SECRETARY OF THE COMMONWEALTH

                                              DATE 7/19/02 CLERK /s/ [ILLEGIBLE]
                                                                 ---------------

                                    CASHIERS
                               SECRETARY'S OFFICE

SECRETARY OF THE
  COMMONWEALTH

00 FEB -3 PM 2:59

                           /s/ William Francis Galvin

                             WILLIAM FRANCIS GALVIN
                          SECRETARY OF THE COMMONWEALTH


                     Claire Patton
                     ---------------------------------------
                     Hale & Dorr - 60 State St
                     ---------------------------------------
                     Boston, MA 02109
                     ---------------------------------------

                     Phone:---------------------------------



                                                                   Exhibit 3.116

                                    AMENDMENT
                                       TO
                               OPERATING AGREEMENT
                                       OF
                       ROCHESTER ENVIRONMENTAL PARK, LLC

       The Operating Agreement dated as of February 26, 1997 relating to the
organization and operation of Rochester Environmental Park, LLC (the "Company"),
as amended, is hereby further amended as of this 3rd day of February, 2000 as
follows:

 1.    Section 2.7 is hereby amended and restated to read as follows:

       1.7.  RESIDENT AGENT. The name and address of the Company's resident
             agent in the Commonwealth of Massachusetts is as listed on Schedule
             A attached hereto.

2.     Section 2.8 is hereby amended and restated to read as follows:

       2.8   MEMBERS. The name, present mailing address and Percentage of each
             Member are set forth on Exhibit B hereto.

3.     The first sentence of Section 5.1 is hereby amended and restated to
       read as follows:

       "Casella Waste Systems, Inc. is hereby appointed the manager of the
       Company (the "Manager").

4.     Robert S. Gundersen, as withdrawing member, hereby represents and
       warrants that his interest in the Company has at all times been 1%,
       and that Exhibit B to the Operating Agreement, as effective March 9,
       1998, erroneously stated his interest in the Company.

       EXECUTED under seal as of the 3rd day of February, 2000.

                                                          ALTERNATE ENERGY, INC,


                                                           By: /s/ [ILLEGIBLE]
                                                              ------------------



                        ROCHESTER ENVIRONMENTAL PARK, LLC

                               OPERATING AGREEMENT

     This Operating Agreement (this "Agreement") relating to Rochester
Environmental Park, LLC (the "Company") is entered into this 26th day of
February, 1997, by and among Louis R. Gallo ("Gallo"), David W. Mackley
("Mackley"), Charles W. Johnson ("Johnson") and David L. Valdina ("Valdina").

     The parties have agreed to organize and operate the Company as a limited
liability company under the Massachusetts Limited Liability Company Act, M.G.L.
c. 156C as amended from time to time, (the "Act"), in accordance with the terms
and subject to the conditions set forth in this Agreement.

     NOW, THEREFORE, for good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties agree as follows:

     ARTICLE 1: CERTAIN DEFINITIONS.

     The following capitalized terms shall have the meaning specified in this
Article 1. Other terms are defined throughout this Agreement and have the
meanings respectively ascribed to them.

     "Affiliate" means, with respect to any Member, any Person: (i) which owns
more than 25% of the voting interest in the Member; or (ii) in which the Member
owns more than 25% of the voting interests; or (iii) in which more than 25% of
the voting interests is owned by a Person who has a relationship with the Member
described in clause (i) or (ii) above.

     "Certificate of Organization" means the Certificate of Organization of the
Company to be filed with the Secretary of the Commonwealth of Massachusetts in
accordance with the Act.

     "Contributions" means cash, property and other matters contributed to the
Company pursuant to Article 3 hereof.

     "Code" means the Internal Revenue Code of 1986, as amended, or any
corresponding provision of any succeeding law.

     "Interest" means a Member's share of the profits and losses of, and the
right to receive distributions from, and voting rights in, the Company.

     "Manager" means the Person designated as such by this Agreement.



     "Member" means each Person signing this Agreement and any Person who
subsequently is admitted as a Member of the Company in accordance with the terms
of this Agreement.

     "Percentage" means the profit percentage set forth after the Member's name
on Exhibit B to the Agreement, as amended from time to time.

     "Person" means and includes an individual, corporation, partnership,
association, limited liability company, trust, estate or other entity.

     "Regulation" means the income tax regulations, including any temporary
regulations, from time to time promulgated under the Code.

     ARTICLE 2: FORMATION OF LLC.

     2.1.   ORGANIZATION. The parties hereby organize a limited liability
company pursuant to the Act and the provisions of this Agreement and, for that
purpose, shall cause a Certificate of Organization, in the form attached hereto
as Exhibit A, to be executed and filed with the Secretary of the Commonwealth of
Massachusetts.

     2.2.   NAME OF THE COMPANY. The name of the Company shall be "Rochester
Environmental Park, LLC". The Company may do business under that name and under
any other name or names which the Manager selects in his sole discretion. If the
Company does business under a name other than that set forth in its Certificate
of Organization, the Company shall file a trade name or doing business
certificate or any other documents as required by applicable law.

     2.3.   PURPOSE. The Company is organized to: (a) operate a recycling
business and environmental park; (b) own and utilize real and personal property;
and (c) engage in any lawful activity for which a limited liability company may
be formed under the laws of Massachusetts.

     2.4.   POWERS. The Company shall have all of the powers necessary or
convenient to the conduct, promotion or attainment of the business, trade,
profession, purposes or activities of the Company, including, without
limitation, all of the powers of an individual, partnership, corporation or
other entity. Specifically included in the powers of the Company are the powers:
(a) to purchase, acquire, own, sell, lease, mortgage, encumber, pledge,
hypothecate and otherwise deal with real and personal property to the same
extent, and with the same effect, as if the Company was a natural person of full
age and competence; (b) to borrow and lend money and to guarantee the
indebtedness of any other Person or entity, all on such terms as the Manager may
determine subject to

                                      - 2 -


the terms hereof and provided any such transaction is of demonstrable and
material benefit to the Company; and (c) to act as a partner, coventurer and/or
other participant in any venture. The foregoing powers are in addition to, and
not in limitation of, all powers and authority of the Company.

     2.5.   TERM. The term of the Company shall begin upon the filing of the
Certificate of Organization with the Secretary of the commonwealth of
Massachusetts and shall continue until December 31, 2022, unless its existence
is sooner terminated pursuant to Article 7 of this Agreement.

     2.6.   OFFICE. The office of the Company in the Commonwealth of
Massachusetts shall be located at 50 Cranberry Highway, P.O. Box 310, Rochester,
MA 02770, or at any other place within the Commonwealth of Massachusetts which
the Manager selects.

     2.7.   RESIDENT AGENT. The name and address of the Company's resident agent
in the Commonwealth of Massachusetts shall be Louis R. Gallo, 845 Sandwich
Road, P.O. Box 4431, Sagamore, MA 02561.

     2.8.   MEMBERS. The name, present mailing address and Percentage of each
Member and the Manager are set forth on Exhibit B hereto.

     ARTICLE 3: CONTRIBUTIONS.

     3.1.   INITIAL CONTRIBUTIONS. Upon the execution of this Agreement,
the Members shall contribute to the Company the cash, property and other matters
in the respective amounts set forth on EXHIBIT B attached hereto.

     3.2.   ADDITIONAL CONTRIBUTIONS.

     (a)    If, pursuant to Article 5 of this Agreement, 100% of the Members, at
any time or from time to time, determine that the Company requires additional
Contributions, including the amount thereof, AND that the Members shall be
required to make additional Contributions, then each Member shall contribute his
share of the additional Contributions. A Member's share of the additional
Contributions shall be equal to the product obtained by multiplying the total
additional Contributions required by the Member's Percentage. Notice of the
additional Contribution shall be sent to each Member and, within thirty (30)
days after the mailing of such notice, each Member shall pay to the Company the
Member's share by certified check, bank check, wire transfer, or such other
means as 100% of the Members so determine.

     (b)    Except as provided in Section 3.2.(a), no Member shall be required
to contribute any additional capital to the Company, and

                                      - 3 -


no Member shall have any personal liability for any obligation of the Company in
excess of his, her or its requisite contribution.

     3.3.   No INTEREST ON CONTRIBUTIONS. Members shall not be paid interest on
their Contributions.

     3.4.   FORM OF DISTRIBUTIONS. If a Member is entitled to receive a
distribution, the Company may make such distribution in the form of
consideration, notes, property or a combination thereof as the Manager may
determine.

     3.5.   CAPITAL ACCOUNTS. A separate Capital Account shall be maintained for
each Member.

     3.6.   LOANS.

     (a)    INITIAL LOANS. After the execution of this Agreement, the Company
shall enter into the loan transactions described on Exhibit C which is annexed
hereto and made a part hereof (the "Initial "Loans"). To evidence its obligation
to repay the Initial Loans, the Company, acting through the Manager, shall sign
and deliver such promissory notes, mortgages, security agreements, pledge
agreements, certificates, instruments, documents and other items (the "Initial
Loan Documents") with regard to the Company and its properties and assets as
the Manager, in his sole discretion, deems appropriate. The Members acknowledge
and agree that it is in the best interests of the Company, and that it is
necessary for the Company, to borrow the funds to be provided by the Initial
Loans and that such Initial Loans will constitute substantial liabilities of the
Company and could cause the Company to cease operations and become insolvent if
the Company does not fulfill its obligations under the Initial Loan Documents.
The Members irrevocably authorize the Manager on behalf of the Company to take
all actions which the Manager, in his sole discretion, deems necessary or
expedient to consummate the Initial Loans including, but not limited to, the
execution of the Initial Loan Documents containing such terms and provisions as
the Manager, in his sole discretion, deems appropriate. The authorization set
forth in the prior sentence shall be deemed to be coupled with an interest,
shall be deemed to be for adequate consideration, and shall be irrevocable. No
further authorization or direction from the Members shall be required for the
Manager to be deemed to be fully authorized to act for, and to bind, the Company
with regard to the Initial Loans and the Initial Loan Documents. The Manager is
authorized to consummate the transactions involving the Initial-Loans in such
order and at times as the Manager, in his sole discretion, determines; PROVIDED,
HOWEVER, that the Manager in his sole discretion may elect to not consummate all
Initial Loans and/or to procure such substitute loans for any Initial Loans not
consummated all as the Manager, in his sole discretion, deems appropriate;
PROVIDED, FURTHER, in no event shall the aggregate principal amount

                                      - 4 -


of the Initial Loans and loans procured in substitution therefor exceed the
principal amount of $3,000,000.00 at the time of consummation of the last of
such loans to be consummated without the express written prior consent of all of
the Members.

     (b)    OTHER LOANS. Without limitation upon Section 3.6.(a), the Manager
may, at any time and from time to time, make or cause a loan to be made to the
Company by a Member in any amount and on those terms upon which the Member
making such loans and the Manager shall agree.

     ARTICLE 4: ALLOCATIONS AND DISTRIBUTIONS.

     4.1.   DEFINITIONS.

     For purposes of this Article 4, the following terms shall have the meanings
indicated.

     "Adjusted Capital Account" means, with respect to any Member, the Member's
Capital Account as of the end of the relevant taxable year, after giving effect
to the following adjustments:

     (i)    the Capital Account shall be increased by the amounts which the
Member is obligated to restore pursuant to Section 4.5(b) or is deemed
obligated to restore pursuant to Regulation Section 1.704-1(b)(2)(ii)(c) and
the penultimate sentences of Regulation Sections 1.704-2(g)(1) and (i)(5); and

     (ii)   the capital account shall be reduced by the items described in
Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

     "Adjusted Capital Balance" means, as of any day, a Member's total Capital
Contributions less all amounts actually distributed to the Member pursuant to
Sections 4.3(c)(iv)(A) and 4.5 hereof. If any Interest is transferred in
accordance with the terms of this Agreement, the transferee shall succeed to the
Adjusted Capital Balance of the transferor to the extent the Adjusted Capital
Balance relates to the Interest transferred.

     "Capital Account" means the account to be maintained by the Company for
each Member in accordance with the following provisions:

     (i)    a Member's Capital Account shall be increased by the Member's
Capital Contributions, the amount of any Company liabilities assumed by the
Member (or which are secured by Company property distributed to the Member), the
Member's distributive share of Profit and any item in the nature of income or
gain specially allocated to the Member pursuant to the provisions of Article 4
(other than Section 4.4(c); and

                                      - 5 -


     (ii)   a Member's Capital Account shall be reduced by the amount of money
and the fair market value of any Company property distributed to the Member,
the amount of any liabilities of the Member assumed by the Company (or which
are secured by property contributed by the Member to the Company), the Member's
distributive share of Loss and any item in the nature of expenses or losses
specially allocated to the Member pursuant to the provisions of Article 4 (other
than Section 4.4(c)).

     If any Interest is transferred pursuant to the terms of this Agreement, the
transferee shall succeed to the Capital Account of the transferor to the extent
the Capital Account is attributable to the transferred Interest. It is intended
that the Capital Accounts of all Members shall be maintained in compliance with
the provisions of Regulation Section 1.704-1(b), and all provisions of this
Agreement relating to the maintenance of Capital Accounts shall be interpreted
and applied in a manner consistent with that Regulation.

     "Capital Contribution" means the total amount of cash and the fair market
value of any other assets contributed (or deemed contributed under Regulation
Section 1.704-1(b)(2)(iv)(d)) to the Company by a Member, net of liabilities
assumed or to which the assets are subject.

     "Capital Proceeds" means the gross receipts received by the Company from a
Capital Transaction.

     "Capital Transaction" means any transaction not in the ordinary course of
business which results in the Company's receipt of cash or other consideration
other than Capital Contributions, including, without limitation, proceeds of
sales or exchanges or other dispositions of property not in the ordinary
course of business, financings, refinancings, condemnations, recoveries of
damage awards, and insurance proceeds.

     "Cash Flow" means all cash funds derived from operations of the Company
(including interest received on reserves), without reduction for any non-cash
charges, but less cash funds used to pay current operating expenses and to pay
or establish reasonable reserves for future expenses, debt payments, capital
improvements, and replacements as determined by the Manager. Cash Flow shall not
include Capital Proceeds but shall be increased by the reduction of any reserve
previously established.

     "Member Loan Minimum Gain" has the meaning set forth in Regulation Section
l.704-2(i)(3).

     "Member Loan Nonrecourse Deductions" means any Company deductions that
would be Nonrecourse Deductions if they were not

                                      - 6 -


attributable to a loan made or guaranteed by a Member within the meaning of
Regulation Section 1.704-2(i).

     "Minimum Gain" has the meaning set forth in regulation Section 1.704-2(d).
Minimum Gain Shall be computed separately for each Member in a manner
consistent with the Regulations under code Section 704(b).

     "Negative Capital Account" means a Capital Account with a balance of less
than zero.

     "Nonrecourse Deductions" has the meaning set forth in Regulation Section
1.704-2(b)(1). The amount of Nonrecourse Deductions for a taxable year of the
Company equals the net increase, if any, in the amount of Minimum Gain during
that taxable year, determined according to the provisions of Regulation Section
1.704-2(c).

     "Nonrecourse Liability" means any liability of the Company with respect to
which no Member has personal liability, as determined in accordance with Code
Section 752 and the Regulations promulgated thereunder.

     "Positive Capital Account" means a Capital Account with a balance greater
than zero.

     "Profit" and "Loss" means, for each taxable year of the Company (or other
period for which Profit or Loss must be computed), the Company's taxable income
or loss determined in accordance with Code Section 703(a), with the following
adjustments:

     (i)    all items of income, gain, loss, deduction, or credit required to
be stated separately pursuant to Code Section 703(a)(1) shall be included in
computing taxable income or loss; and

     (ii)   any tax-exempt income of the Company, not otherwise taken into
account in computing Profit or Loss, shall be included in computing taxable
income or loss; and

     (iii)  any expenditures of the Company described in Code Section
705(a)(2)(B) (or treated as such pursuant to Regulation Section
1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profit
or Loss, shall be subtracted from taxable income or loss; and

     (iv)   gain or loss resulting from any taxable disposition of Company
property shall be computed by reference to the adjusted book value of the
property disposed of, notwithstanding the fact that the adjusted book value
differs from the adjusted basis of the property for federal income tax purposes;
and

                                      - 7 -


     (v)    in lieu of the depreciation, amortization or cost recovery
deductions allowable in computing taxable income or loss, there shall be taken
into account the depreciation computed based upon the adjusted book value of the
asset; and

     (vi)   notwithstanding any other provision of this definition, any items
which are specially allocated pursuant to Section 4.4 hereof shall not be taken
into account in computing Profit or Loss.

     4.2.   ORDINARY PROFIT, LOSS AND CASH FLOW.

     (a)    PROFIT OR LOSS OTHER THAN FROM A CAPITAL TRANSACTION. After giving
effect to the special allocations set forth in Section 4.4, for any taxable year
of the Company, Profit or Loss (other than Profit or Loss resulting from a
Capital Transaction, which Profit or Loss shall be allocated in accordance with
the provisions of Section 4.3(a) and 4.3(b)) shall be allocated to the Members
in proporation to their Percentages.

     (b)    CASH FLOW. Cash Flow for each taxable year of the Company shall be
distributed to the Members in proportion to their Percentages no later than
seventy-five (75) days after the end of the taxable year.

     4.3    ALLOCATION OF PROFIT OR LOSS, AND DISTRIBUTION OF PROCEEDS FROM A
            CAPITAL TRANSACTION.

            (a)  PROFIT. After giving effect to the special allocations set
forth in Section 4.4., Profit from a Capital Transaction shall be allocated as
follows:

                 (i)  If one or more Members has a Negative Capital Account, to
those Members, in proportion to their Negative Capital Accounts, until all of
those Negative Capital Accounts have been reduced to zero.

                 (ii) Any Profit not allocated pursuant to Section 4.3(a)(i)
shall be allocated to the Members in proportion to, and to the extent of, the
amounts distributable to them pursuant to Section 4.3(c)(iv)(A) and 4.3(c)
(iv)(C).

                 (iii) Any Profit in excess of the foregoing allocations shall
be allocated to the Members in proportion to their Percentages.

            (b)  LOSS. After giving effect to the special allocations set forth
in Section 4.4, Loss from a Capital Transaction shall be allocated as follows:

                                      - 8 -


                 (i)  If one or more Members has a Positive Capital Account, to
those Members, in proportion to their Positive Capital Accounts, until all
Positive Capital Accounts have been reduced to zero.

                 (ii) Any Loss not allocated to reduce Positive Capital Accounts
to zero pursuant to Section 4.3(b)(i) shall be allocated to the Members in
proportion to their Percentages.

            (c)  CAPITAL PROCEEDS. Capital Proceeds shall be distributed and
applied by the Company in the following order and priority:

            (i)  to the payment of all expenses of the Company incident to the
Capital Transaction; then

            (ii) to the payment of debts and liabilities of the company then due
and outstanding (including all debts due to any Member); then

            (iii) to the establishment of any reserves which the Manager deems
necessary for liabilities or obligations of the Company; then

            (iv) the balance shall be distributed as follows:

                 (A)  to the Members in proportion to their Adjusted Capital
Balances, until their remaining Adjusted Capital Balances have been paid in
full;

                 (B)  if any Member has a Positive Capital Account after the
distributions made pursuant to Section 4.3(c)(iv)(A) and before any further
allocation of Profit pursuant to Section 4.3(a)(iii), to those Members in
proportion to their Positive Capital Accounts; then

                 (C)  the balance, to the Members in proportion to their
Percentages.

     4.4    SPECIAL ALLOCATIONS.

            (a)  QUALIFIED INCOME OFFSET. No Member shall be allocated Losses or
deductions if the allocation causes a deficit in the Member's Adjusted Capital
Account. If a Member receives (l) an allocation of Loss or deduction (or item
thereof) or (2) any distribution, which causes a deficit in the Member's
Adjusted Capital Account at the end of any taxable year, then all items of
income and gain of the Company (consisting of a pro rata portion of each item
of Company income, including gross income and gain) for that taxable year shall
be allocated to that Member, before any other allocation is made of Company
items for that taxable year, in

                                      - 9 -


the amount and in proportions required to eliminate the excess as quickly as
possible. This Section 4.4(a) is intended to comply with, and shall be
interpreted consistently with, the "qualified income offset" provisions of the
Regulations promulgated under Code Section 704(b). In the event that Profits or
Losses or items thereof are allocated to one or more Members pursuant to this
Section 4.4(a), subsequent Profits and Losses shall first be allocated (subject
to the provisions of this Section 4.4(a)) to the Members in a manner designed
to result in each member having a Capital Account equal to what it would have
been had the original allocation of Profits or Losses or items thereof pursuant
to Section 4.4 (a) not occurred.

            (b)  MINIMUM GAIN CHARGEBACK. Except as set forth in Regulation
Section 1.704-2(f)(2), (3), and (4), if, during any taxable year, there is a
net decrease in Minimum Gain, each Member, prior to any other allocation
pursuant to this Article 4, shall be specially allocated items of gross income
and gain for such taxable year (and, if necessary, subsequent taxable years) in
an amount equal to that Member's share of the net decrease of Minimum Gain,
computed in accordance with Regulation Section 1.704-2(g). Allocations of gross
income and gain pursuant to this Section 4.4(b) shall be made first from gain
recognized from the disposition of Company assets subject to non-recourse
liabilities (within the meaning of the Regulations promulgated under Code
Section 752), to the extent of the Minimum Gain attributable to those assets,
and thereafter, from a pro rata portion of the Company's other items of income
and gain for the taxable year. It is the intent of the parties hereto that any
allocation pursuant to this Section 4.4(b) shall constitute a "minimum gain
chargeback" under Regulation Section 1.704-2(f). With respect to a net decrease
in Member Loan Minimum Gain, items of gross income and gain shall be specially
allocated in a manner consistent with the principles of the preceding sentence
and Regulation Section 1.704-2(i)(4).

            (c)  CONTRIBUTED PROPERTY AND BOOK-UPS. In accordance with Code
Section 704(c) and the Regulations thereunder, as well as Regulation Section
1.704-1(b)(2)(iv)(d)(3), income, gain, loss, and deduction with respect to
any property contributed (or deemed contributed) to the Company shall, solely
for tax purposes, be allocated among the Members so as to take account of any
variation between the adjusted basis of the property to the Company for federal
income tax purposes and its fair market value at the date of contribution (or
deemed contribution). If the adjusted book value of any Company asset is
adjusted as provided herein, subsequent allocations of income, gain, loss, and
deduction with respect to the asset shall take account of any variation between
the adjusted basis of the asset for federal income tax purposes and its adjusted
book value in the manner required under Code Section 704(c) and the
Regulations thereunder.

                                     - 10 -


            (d)  CODE SECTION 754 ADJUSTMENT. To the extent an adjustment to the
tax basis of any Company asset pursuant to Code Section 734(b) or Code Section
743(b) is required, pursuant to Regulation Section 1.704-1(b)(2)(iv)(m), to be
taken into account in determining Capital Accounts, the amount of the adjustment
to the Capital Accounts shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment decreases basis),
and the gain or loss shall be specially allocated to the Members in a manner
consistent with the manner in which their Capital Accounts are required to be
adjusted pursuant to that Section of the Regulations.

            (e)  NONRECOURSE DEDUCTIONS. Nonrecourse Deductions for a taxable
year or other period shall be specially allocated among the Members in
proportion to their Percentage Interests.

            (f)  MEMBER LOAN NONRECOURSE DEDUCTIONS. Any Member Loan Nonrecourse
Deduction for any taxable year or other period shall be specially allocated to
the Member who bears the risk of loss with respect to the loan to which the
Member Loan Nonrecourse Deduction is attributable in accordance with Regulation
Section 1.704-2(i).

            (g)  GUARANTEED PAYMENTS. To the extent any compensation paid to any
Member by the Company, including any fees payable to any Member pursuant to
Section 5.3 hereof, is determined by the Internal Revenue Service not to be a
guaranteed payment under Code Section 707(c) or is not paid to the Member
other than in the Person's capacity as a Member within the meaning of Code
Section 707(a), the Member shall be specially allocated gross income of the
Company in an amount equal to the amount of that compensation, and the Member's
Capital Account shall be adjusted to reflect the payment of that compensation.

            (h)  UNREALIZED RECEIVABLES. If a Member's Interest is reduced
(provided the reduction does not result in a complete termination of the
Member's Interest), the Member's share of the Company's "unrealized receivables"
and "substantially appreciated inventory" (within the meaning of Code Section
751) shall not be reduced, so that, notwithstanding any other provision of this
Agreement to the contrary, that portion of the Profit otherwise allocable upon a
liquidation or dissolution of the Company pursuant to Section 4.4 hereof which
is taxable as ordinary income (recaptured) for federal income tax purposes
shall, to the extent possible without increasing the total gain to the Company
or to any Member, be specially allocated among the Members in proportion to the
deductions (or basis reductions treated as deductions) giving rise to such
recapture. Any questions as to the aforesaid allocation of ordinary income
(recapture), to the extent such questions cannot be resolved in the manner
specified above, shall be resolved by the Manager.

                                     - 11 -


            (i)  WITHHOLDING. All amounts required to be withheld pursuant to
Code Sections 1441, 1445 and 1446 or any other provision of federal, state, or
local tax law shall be treated as amounts actually distributed to the affected
Members for all purposes under this Agreement.

     4.5.   LIQUIDATION AND DISSOLUTION.

            (a)  LIQUIDATION. If the Company is liquidated, the assets of the
Company shall be distributed to the Members in accordance with the balances in
their respective Capital Accounts, after taking into account the allocations of
Profit or Loss pursuant to Sections 4.2(a) and 4.3(a) and (b), if any, and
distributions, if any, of cash or property pursuant to Sections 4.2(b) and
4.3(c).

            (b)  RESERVED.

     4.6.   GENERAL.

            (a)  TIMING OF DISTRIBUTION. Except as otherwise provided in this
Agreement, the timing and amount of all distributions shall be determined by the
Manager.

            (b)  DISTRIBUTION OF ASSETS. If any assets of the Company are
distributed in kind to the Members, those assets shall be valued on the basis of
their fair market value, and any Member entitled to any interest in those assets
shall receive that interest as a tenant-in-common with all other Members so
entitled. Unless the Members otherwise agree, the fair market value of the
assets shall be determined by an independent appraiser who shall be selected by
the Manager. The Profit or Loss for each unsold asset shall be determined as if
the asset had been sold at its fair market value, and the Profit or Loss shall
be allocated as provided in Section 4.3(a) and (b) and shall be properly
credited or charged to the Capital Accounts of the Members prior to the
distribution of the assets in liquidation pursuant to Section 4.5.

            (c)  ALLOCATION. All Profit and Loss shall be allocated, and all
distributions shall be made to the Persons shown on the records of the Company
to have been Members as of the last day of the taxable year for which the
allocation or distribution is to be made. Notwithstanding the foregoing, unless
the Company's taxable year is separated into segments, if there is a Transfer or
an Involuntary Withdrawal during the taxable year, the Profit and Loss shall be
allocated between the original Member and the successor on the basis of the
number of days each was a Member during the taxable year; PROVIDED, HOWEVER, the
Company's taxable year shall be segregated into two or more segments in order to
account for

                                     - 12 -


Profit, Loss or proceeds attributable to Capital Transaction or to any other
extraordinary non-recurring items of the Company.

            (d)  AMENDMENT. The Manager is hereby authorized, upon the advice
of the Company's tax counsel, to amend this Article 4 to comply with the Code
and the Regulations promulgated under Code Section 704(b); provided, however,
that no amendment shall materially affect distributions to a Member without
the Member's prior written consent.

     ARTICLE 5: MANAGEMENT.

     5.1.   MANAGEMENT.

            (a)  MANAGER. Gallo is hereby appointed the manager of the Company
(the "Manager"). The business and affairs of the Company shall be managed under
the direction and control of the Manager, and all powers of the Company shall be
exercised by or under the authority of the Manager. No other Person shall have
any right or authority to act for or bind the Company except as permitted in
this Agreement or as required by law.

            (b)  GENERAL POWERS. The Manager shall have the full power to
execute and deliver, for and on behalf of the Company, any and all documents and
instruments which may be necessary or desirable to carry on the business of the
Company, including, without limitation, any and all deeds, contracts, leases,
mortgages, deeds of trust, promissory notes, security agreements and financing
statements pertaining to the Company's assets or obligations. No person dealing
with the Manager need inquire into the validity or propriety of any document or
instrument executed in the name of the Company by the Manager, or as to the
authority of the Manager in executing the same.

            (c)  LIMITATION ON AUTHORITY OF MEMBERS.

                 (i)   No Member is an agent of the Company solely by virtue of
being a Member, and no Member has authority to act for the Company solely by
virtue of being a Member.

                 (ii)  Any Member who takes any action or binds the Company in
violation of this Section 5.1(c) shall be solely responsible for any loss and
expense incurred by the Company as a result of the unauthorized action and shall
indemnify and hold the Company harmless with respect to the loss or expense.

            (d)  REMOVAL OF MANAGER. If any one or more of the following events
occurs, the Members may remove the Manager, and elect a new Manager:

                                      - 13 -


            (i)   The Manager's willful or intentional violation or reckless
disregard of the Manager's duties to the Company; or

            (ii)  The Manager's Involuntary Withdrawal, if he is a Member; or

            (iii) The resignation, death or incapacity of the Manager.

     The determination of whether one or more of such events exist shall be made
by those Members holding at least thirty-two (32) of the Percentages then held
by Members and shall be final, binding and not reviewable unless the decision
was based on a material mistake of fact or law or was arbitrary and capricious.

            (e)  SUCCESSOR MANAGER. In the event that the then serving Manager
is removed, or, for any reason whatsoever, ceases to serve, a successor Manager
shall be chosen by a vote of 100% of the persons who are then Members excluding
the Manager who has been removed in the event such Manager is a Member. If the
Members cannot agree on a successor Manager within fifteen (15) days after a
vacancy in the position of Manager occurs, then the Company shall be managed by
the members holding 70% of the Interests in the Company until a successor
Manager is chosen. Notwithstanding the foregoing, all Members irrevocably
consent to Mackley serving as Manager if Gallo ceases to so serve for any reason
whatsoever.

     5.2.   MEETINGS OF AND VOTING BY MEMBERS.

            (a)  A meeting of the Members may be called at any time by those
Members holding at least ten (10) of the Percentages then held by Members.
Meetings of Members shall be held at the Company's principal place of business
or at any other place designated by the Person calling the meeting. Not less
than ten (10) nor more than ninety (90) days before each meeting, the Person
calling the meeting shall give written notice of the meeting to each Member
entitled to vote at the meeting. The notice shall state the time, place and
purpose of the meeting. Notwithstanding the foregoing provisions, each Member
who is entitled to notice may waive notice if before or after the meeting the
Member signs a waiver of the notice which is filed with the records of Members'
meetings. Notice is also waived if a Member is present at the meeting in person
or by proxy without protesting the adequacy of notice at the outset. Unless this
Agreement provides otherwise, at a meeting of Members, the presence in person or
by proxy of Members holding not less than majority of the Percentages then held
by Members constitutes a quorum. A Member may vote either in person or by
written proxy signed by the Member or by the Member's duly authorized
attorney-in-fact.

                                     - 14 -


            (b)  Except as otherwise provided in this Agreement, the affirmative
vote of Members holding a majority of the Percentages then held by Members shall
be required to approve any matter coming before the Members.

            (c)  In lieu of holding a meeting, the Members may vote or otherwise
take action by a written instrument indicating the consent of Members holding a
majority of the Percentages then held by Members.

     5.3.   PERSONAL SERVICE.

            (a)  No Member shall be required to perform services for the Company
solely by virtue of being a Member. Unless set forth herein or approved by the
Manager, no Member shall perform services for the Company or be entitled to
compensation for services performed for the Company or be entitled to
reimbursement for expenses.

            (b)  The Manager shall be entitled to compensation for services
performed for the Company. The initial salary of the Manager shall be $85,000.00
per year (plus benefits as determined by the Manager) subject to no increases
except as provided herein; PROVIDED, HOWEVER, that such salary may be increased
in an amount not to exceed seven (7) per cent during any year provided there has
been a distribution of Cash Flow pursuant to Section 4.2(b) on account of the
Company's prior taxable year of at least $500,000.00 in the aggregate; PROVIDED,
FURTHER, that the salary shall not be increased by more than seven (7) per cent
in any year without the consent of Members holding 100% of the Percentages. Upon
substantiation of the amount and purpose thereof, the Manager shall be entitled
to reimbursement for expenses reasonably incurred in connection with the
activities of the Company.

            (c)  The Manager is entitled to hire such employees as the Manager
deems necessary or expedient for the proper operation of the Company and to pay
such employees reasonable compensation as determined by the Manager. The Manager
is specifically authorized to retain Mackley as Operations Manager of the
Company and to pay Mackley an initial salary of $85,000.00 per year (plus
benefits as determined by the Manager) subject to no increases except as set
forth herein; PROVIDED, HOWEVER, that such salary may be increased in an amount
not to exceed seven (7) per cent during any year provided there has been a
distribution of Cash Flow pursuant to Section 4.2(b) on account of the Company's
prior taxable year of at least $500,000.00 in the aggregate; PROVIDED, FURTHER,
that the salary shall not be increased by more than seven (7) per cent in any
year without the consent of Members holding 100% of the Percentages.

                                     - 15 -


     5.4.   DUTIES OF THE PARTIES.

            (a)  The Manager shall devote such time to the business and affairs
of the Company as is necessary to carry out the Manager's duties set forth in
this Agreement. Manager shall not be obligated to devote his full-time attention
to the Company and may engage in such other businesses and activities as the
Manager, in his sole discretion, determines.

            (b)  Except as otherwise expressly provided in Section 5.4(c),
nothing in this Agreement shall be deemed to restrict in any way the rights of
the Manager, or of any Affiliate of the Manager, to conduct any other business
or activity whatsoever, provided that such other business or activity does not
economically harm the Company. Provided the Manager is in compliance with
Sections 5.4(b) and 5.4(c), the Manager shall not account to the Company or to
any other Member with regard to profits or other matters with respect to that
business or activity other than making such disclosures as may be necessary to
establish such business or activity is not harmful to the Company. Provided the
Manager is in compliance with Sections 5.4 (b) and 5.4 (c), the organization of
the Company shall be without prejudice to the Manager's respective rights (or
the rights of his Affiliates) to maintain, expand or diversify such other
interests and activities and to receive and enjoy profits or compensation
therefrom. Each Member waives any rights the Member might otherwise have to
share or participate in such other interests or activities of the Manager, any
other Member or the Manager's Affiliates. Upon request of Members holding at
least 10% of the Percentages, the Manager shall make full disclosure as to the
nature of such business or activity and its relationship, if any, to the
Company.

            (c)  Each Member understands and acknowledges that the conduct of
the Company's business may involve business dealings and undertakings with
Members and their Affiliates. In any of those cases, those dealings and
undertakings shall be at arm's length, commercially reasonable terms, and after
full disclosure to 100% of the Members.

     5.5.   LIABILITY AND INDEMNIFICATION.

            (a)  LIABILITY OF MANAGER. The Manager shall not be liable,
responsible or accountable, in damages or otherwise, to any Member or to the
Company for any act performed by the Manager within the scope of the authority
conferred on the Manager by this Agreement, except with respect to any matter as
to which he shall have been adjudicated in any proceeding not to have acted in
good faith in the reasonable belief that his actions were in the best interests
of the Company.

                                     - 16 -


            (b)  INDEMNIFICATION. The Company shall indemnify the Manager and
each Member for any act performed by the Manager and/or such Member, as the case
may be, within the scope of the authority conferred by this Agreement, except
with respect to any matter as to which the Manager or such Member shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his actions were in the best interests of the Company.
Additionally, the Members acknowledge that Gallo is incurring substantial
personal liability by guaranteeing (the "Guarantees") certain or all of the
Initial Loans and by encumbering certain assets in which he has an interest, all
for the benefit of the Company. The Company shall indemnify Gallo, including his
successors, assigns, legal representatives, spouse, co-borrowers and
co-guarantors and hold him harmless from and against any and all loss, cost and
expense (including attorney fees) incurred by Gallo as a result of the Company's
failure to fulfill any of the Company's obligations pursuant to the Initial
Loans, the Initial Loan Documents, and any substitute loans or obligations.

     5.6.   ACCESS TO INFORMATION.

            (a)  ANNUAL REPORT. Each Member shall be sent annually, but in no
event later than 90 days after the close of the Company's fiscal year, a copy of
the Company's federal, state and local tax returns and such other information as
the Company shall prepare with respect to its business and financial condition.
Upon reasonable demand and for any purpose reasonably related to the Member's
interest as a Member, each Member may, subject to Section 5.6(b) hereof, obtain
from the Company (i) true and full information regarding the state of the
business and financial condition of the Company and (ii) other information
regarding the Company as is just and reasonable.

            (b)  CONFIDENTIAL INFORMATION. The Members are entitled to all
information relative to the Company. Each Member shall keep confidential any
information identified by the Manager as confidential. Any Member who breaches
his oblgiations imposed by this Section 5.6(b) shall be liable to the Company
for all damages incurred by the Company as a result of such Member's breach of
such obligations.

     5.7.   POWER OF ATTORNEY.

            (a)  GRANT OF POWER. Each Member constitutes and appoints the
Manager as the Member's true and lawful attorney-in-fact ("Attorney-in-Fact"),
and in the Member's name, place and stead, to make, execute, sign, acknowledge
and file:

                 (i)    one or more certificates of organization;

                                     - 17 -


                 (ii)   all documents (including amendments to certificates of
organization) which the Attorney-in-Fact deems appropriate to reflect any
amendment, change or modification of this Agreement other than documents which
do not affect the rights of Members;

                 (iii)  any and all other certificates or other instruments
required to be filed by the Company under the laws of the Commonwealth of
Massachusetts or of any other state or jurisdiction, including, without
limitation, any certificate or other instruments necessary in order for the
Company to continue to qualify as a limited liability company under the laws of
the Commonwealth of Massachusetts; and

                 (iv)   one or more fictitious or trade name certificates.

     Prior to executing any such document, Manager will make reasonable efforts
to notify the Members of Manager's intention to execute any such document and,
if practicable, to obtain the Member's signatures thereon.

            (b)  IRREVOCABILITY. The foregoing power of attorney is irrevocable
and is coupled with an interest, and, to the extent permitted by applicable law,
shall survive the death or disability of a Member. It also shall survive the
Transfer of an Interest, except that if the transferee is admitted as a Member,
this power of attorney shall survive the delivery of the assignment for the sole
purpose of enabling the Attorney-in-Fact to execute, acknowledge and file any
documents needed to effectuate the substitution. Each Member shall be bound by
any representations made by the Attorney-in-Fact acting in good faith pursuant
to this power of attorney, and each Member hereby waives any and all defences
which may be available to contest, negate or disaffirm the action of the
Attorney-in-Fact taken in good faith under this power of attorney.

     ARTICLE 6: TRANSFERS.

     6.1.   CERTAIN DEFINITIONS.

     "Family" means a Member's spouse, lineal ancestors or descendants by birth
or adoption, siblings, and trusts or other fiduciary arrangements for the
exclusive benefit of any of the foregoing individuals.

     For the purposes of this Article 6, the following terms shall have the
meanings indicated.

     "Involuntary Withdrawal" means, with respect to any Member, the occurrence
of any of the following events:

                                     - 18 -


                 (i)    the Member makes an assignment for the benefit of
creditors;

                 (ii)   the Member files a voluntary petition of bankruptcy;

                 (iii)  the Member is adjudged bankrupt or insolvent or there is
entered against the Member an order for relief in any bankruptcy or insolvency
proceeding;

                 (iv)   the Member files a petition seeking for the Member any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute, law or regulation;

                  (v)   the Member seeks, consents to or acquiesces in the
appointment of a trustee or receiver for, or liquidation of, the Member or of
all or any substantial part of the Member's properties;

                  (vi) the Member files an answer or other pleading admitting or
 failing to contest the material allegations of a petition filed against the
 Member in any proceeding described in Subsections (i) through (v);

                 (vii) any proceeding against the Member seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation continues for one hundred twenty
(120) days after the commencement thereof, or the appointment of a trustee,
receiver or liquidator for the Member or all or any substantial part of the
Member's properties, without the Member's agreement or acquiescence, which
appointment is not vacated or stayed for one hundred twenty (120) days or, if
the appointment is stayed, for one hundred twenty (120) days after the
expiration of the stay during which period the appointment is not vacated;

                 (viii) if the Member is an individual, the Member's death or
adjudication by a court of competent jurisdiction as incompetent to manage the
Member's person or property;

                 (ix)   if the Member is acting as a Member by virtue of being
a trustee of a trust, the termination of the trust;

                 (x)    if the Member is a partnership or limited liability
company, the dissolution and commencement of winding up of the partnership or
limited liability company;

                 (xi)   if the Member is a corporation, the dissolution of the
corporation or the revocation of its charter; or

                                     - 19 -


                 (xii)  if the Member is an estate, the distribution by the
fiduciary of the estate's entire interest in the Company.

     "Transfer" means, when used as a noun, any voluntary sale, hypothecation,
pledge, assignment, attachment or other transfer, and, when used as a verb,
means voluntarily to sell hypothecate, pledge, assign or otherwise transfer.

     "Voluntary Withdrawal" means a Member's disassociation with the Company by
means other than a Transfer or an Involuntary Withdrawal. -

     6.2.   TRANSFERS.

            (a)  CONDITIONS OF TRANSFER. Except as permitted in Section 6.2(d)
hereof, no person may transfer all or any portion of its Interest unless the
following conditions ("Conditions of Transfer") are satisfied:

                 (i)    the Transfer will not require registration of the
Interests under any federal or state securities laws;

                 (ii)   the transferee delivers to the Company a written
agreement to be bound by the terms of Article 6 of this Agreement;

                 (iii)  the Transfer will not result in the termination of the
Company pursuant to Code Section 708;

                 (iv)   the Transfer will not result in the Company being
subject to the Investment Company Act of 1940, as amended;

                 (v)    the transferor or the transferee delivers the following
information to the Company: (i) the transferee's taxpayer identification number;
and (ii) the transferee's initial tax basis in the Transferred Interest;

                 (vi)   the transferor complies with the provisions set forth in
Section 6.3; and

                 (vii)  the transfer will not result in the Company having more
than 100 Members.

            (b)  EFFECT OF TRANSFER. If the Conditions of Transfer are
satisfied, then a Member may Transfer all or any portion of that Person's
Interest. The Transfer of an Interest pursuant to this Section 6.2 without the
written consent of all other Members, shall not result, however, in the Transfer
of any of the following rights of the transferor, if any, and the transferee of
the interest shall have no right to: (i) become a Member; (ii) exercise any
rights other than those specifically pertaining to the

                                     - 20 -


ownership of an economic interest; or (iii) act as an agent of the Company.
Provided there is compliance herewith by such transferee (or, in lieu thereof, a
waiver by all other Members of any transfer restrictions), such transferee may
become a Member upon the written consent of all other Members which consent may
not be reasonably withheld or delayed.

            (c)  REASONABLENESS. Each Member hereby acknowledges the
reasonableness of the prohibition contained in this Section 6.2 in view of the
purposes of the Company and the relationship of the Members. The Transfer of any
interest in the Company in violation of the prohibition contained in this
Section 6.2 shall be deemed invalid, null and void, and of no force or effect.
Any Person to whom an interest in the Company is attempted to be transferred in
violation of this Section shall not be entitled to vote on matters coming before
the Members, participate in the management of the Company, or act as an agent
of the Company other than to receive distributions from the Company, or have any
other rights in or with respect to the Company.

            (d)  PERMITTED TRANSFERS. Notwithstanding anything set forth in this
Agreement to the contrary, any Member may, at any time and from time to time,
Transfer all, or any portion of, any Interest or rights in the Company to any
other Member or any member of the Member's Family and such transferee will be
deemed a Member to the extent of the Interest or rights so transferred.

     6.3.   RIGHT OF FIRST REFUSAL.

            (a)  RECEIPT OF OFFER. If a Member (individually, a "Transferor")
receives a bona fide written offer (the "Transferee Offer") from any other
Person (a "Transferee") to purchase all or any portion of the Transferor's
Interest (the "Transferor "Interest") then, prior to any Transfer of the
Transferor Interest, the Transferor shall give the remaining Members (the
"Remaining Members") written notice (the "Transfer Notice") containing each of
the following:

                 (i) the Transferee's identity;

                 (ii) a true and complete copy of the Transferee offer; and

                 (iii) the Transferor's offer (the "Offer") to sell the
Transferor Interest to the Remaining Members for a total price equal to the
price set forth in the Transferee Offer (the "Transfer Purchase Price"), which
shall be payable on the terms of payment set forth in the Transferee Offer.

                                     - 21 -


            (b)  OFFER PERIOD. The Offer shall be and remain irrevocable for a
period (the "Offer Period") ending at 11:59 P.M. local time at the Company's
principal office, on the thirtieth (30th) day following the date the Transfer
Notice is given to the Remaining Members. At any time during the Offer Period, a
Remaining Member may accept the offer by notifying the Transferor in writing
that the Remaining Member intends to purchase all, but not less than all, of the
Transferor Interest. If two (2) or more Remaining Members desire to accept the
Offer, then, in the absence of an agreement between or among them, each such
Remaining Member shall purchase the Transferor Interest in the proportion that
his respective Percentage bears to the total Percentages of all of the Remaining
Members who desire to accept the Offer. If one or more Remaining Members accept
the Offer, then the parties shall fix a closing date (the "Transfer Closing
Date") for the purchase, which shall not be earlier than ten (10) or more than
ninety (90) days after the expiration of the Offer Period.

            (c)  ACCEPTANCE OF OFFER. If any Remaining Member accepts the Offer,
the Transfer Purchase Price shall be paid in immediately available funds on the
Transfer Closing Date in accordance with the payment terms set forth in the
Transferee Offer; PROVIDED, HOWEVER, if the Transferee Offer is payable in
installments, each Remaining Member who accepts the Offer may pay the Transfer
Purchase Price in the same manner as would the Transferee if the Transferee
Offer has been accepted by the Transferor.

            (d)  FREE TRANSFER PERIOD. If no Remaining Member accepts the Offer
(within the time and in the manner specified in this Section), then the
Transferor shall be free for a period (the "Free Transfer Period") of thirty
(30) days after the expiration of the Offer Period to Transfer the Transferor
Interest to the Transferee, for the same or greater price and on the same terms
and conditions as set forth in the Transfer Notice. The Transfer shall be
subject, however, to the Conditions of Transfer (other than Section 6.2(a)(vi)).
If the Transferor does not Transfer the Transferor Interest within the Free
Transfer Period, the Transferor's right to Transfer the Transferor Interest
pursuant to this Section shall cease and terminate.

            (e)  TRANSFER VOID. Any Transfer by the Transferor after the last
day of the Free Transfer Period or without strict compliance with the terms,
provisions and conditions of this Section and the other terms, provisions and
conditions of this Agreement, shall be null and void and of no force or effect.

     6.4.   ADMISSION OF TRANSFEREE AS MEMBER. If the Conditions of Transfer are
satisfied, then the transferee shall be admitted as a Member and shall be
entitled to exercise the rights of a Member after the consent of all Members,
other than the Member whose Interest was transferred.

                                     - 22 -


     6.5    VOLUNTARY WITHDRAWAL. No Member shall have the right or power to
Voluntarily Withdraw from the Company, except as otherwise provided by this
Agreement.

     6.6.   WITHDRAWAL. Upon the Voluntary Withdrawal of a Member where the
Company is continued as provided in Section 7.1.(c), the Withdrawing Member
shall not be entitled to receive in liquidation of the interest in the Company,
pursuant to Section 32 of the Act, the fair market value of the Member's
Interest as of the date the Member withdrew from the Company. Upon an
Involuntary Withdrawal of a Member where the Company is continued as provided in
Section 7.1(c) and the Member's Interest is not purchased by the Company
pursuant to Section 6.7, the Withdrawing Member shall be entitled to be paid by
the Company the Appraised Value of the Member's Interest over such period of
time and on such other terms as Members holding a majority of the Interests in
the Company (excluding the Interests of the Withdrawing Member) so determine;
PROVIDED, HOWEVER, that the obligations of the Company to make payments pursuant
to this Section 6.6 shall be effective only to the extent that there is
sufficient cash flow to pay all operating expenses of the Company; PROVIDED,
FURTHER, that any payments not made shall be deferred to, and made when, the
Company has sufficient cash flow to make such payment. A Withdrawing Member must
exercise his rights pursuant to this Section 6.6 not later than the sixtieth
(60th) day following the expiration of the Withdrawal Offer Period set forth in
Section 6.7(b).

     6.7.   OPTIONAL BUY-OUT IN EVENT OF INVOLUNTARY WITHDRAWAL.

            (a)  WITHDRAWAL OFFER. If the Members elect to continue the Company
after an Involuntary Withdrawal, the withdrawn Member shall be deemed to offer
for sale (the "Withdrawal Offer") to the Company the Interest owned of record
and beneficially by the withdrawn Member (the "Withdrawal Interest"). The
buy-out provisions of this Section 6.7 shall be in lieu of any buy-out rights
the withdrawn Member may have from the Company pursuant to the Act or otherwise.

            (b)  WITHDRAWAL OFFER PERIOD. The Withdrawal Offer shall be and
remain irrevocable for a period (the "Withdrawal Offer Period") ending at 11:59
P.M., local time at the Company's principal office on the sixtieth (60th) day
following the date the Member elect to continue the Company. At any time during
the Withdrawal Offer Period, the Company may accept the Withdrawal Offer by
notifying the withdrawn Member (the "Withdrawal Notice") of its acceptance. The
withdrawn Member shall not be deemed a Member or Manager for the purpose of the
vote on whether the Company shall accept the Withdrawal Offer.

                                     - 23 -


            (c)  WITHDRAWAL CLOSING DATE. If the Company accepts the Withdrawal
Offer, the Withdrawal Notice shall fix a closing date (the "Withdrawal Closing
Date") for the purchase which shall be not earlier than ten (10) or later than
ninety (90) days after the expiration of the Withdrawal Period.

            (d)  WITHDRAWAL PURCHASE PRICE. If the Company accepts the
Withdrawal Offer, the Company shall purchase the Withdrawal Interest for a price
equal to the amount the withdrawn Member would receive if the Company were
liquidated and an amount equal to the Appraised Value were available for
distribution to the Members pursuant to Section 4.5 (the "Withdrawal Purchase
Price"). The Withdrawal Purchase Price shall be paid in cash on the Withdrawal
Closing Date.

            (e)  FAILURE TO ACCEPT WITHDRAWAL OFFER. If the Company fails to
accept the Withdrawal Offer, then the withdrawn Member or the withdrawn Member's
successor, as the case may be, upon the expiration of the Withdrawal Offer
Period, thereafter shall be treated as the unadmitted assignee of a Member.

     6.8.   APPRAISED VALUE.

            (a)  APPRAISAL. The term "Appraised Value" means the appraised value
of the Withdrawn Member's equity in the Company's assets as hereinafter
provided. Within fifteen (15) days after demand by either one to the other, the
Company and the withdrawn Member shall each appoint an appraiser to determine
the value of the equity in the Company's assets. If the two appraisers agree
upon Withdrawn Member's equity value, they shall jointly render a single written
report stating that value. If the two appraisers cannot agree upon such equity
value, shall each render a separate written report and shall appoint a third
appraiser, who shall appraise the Company's assets and determine the value of
the Withdrawn Member's equity therein, and shall render a written report of his
opinion thereon. Each party shall pay the fees and other costs of the appraiser
appointed by that party, and the fees and other costs of the third appraiser
shall be shared equally by both parties. In determining the appraised value of
the seller's equity in the Company, the appraisers shall take into account, if
appropriate, any discount for lack of marketability and minority interest.

            (b)  CERTAIN DETERMINATIONS. The equity value contained in the
aforesaid joint written report or written report of the third appraiser, as the
case may be, shall be the Appraised Value; provided, however, that if the value
of the equity contained in the appraisal report of the third appraiser is more
than the higher of the first two appraisals, the higher of the first two
appraisals shall govern; and provided, further, that if the value of the equity
contained in the appraisal report of the third appraiser is

                                     - 24 -


less than the lower of the first two appraisals, the lower of the first two
appraisals shall govern.

     6.9.   INSTALLMENT PURCHASE. If the Company or the Remaining Members, as
the case may be (the "Purchaser"), elect to pay the Withdrawal Purchase Price on
an installment basis (the "Indebtedness"), the Purchaser shall evidence the
obligation to pay the Indebtedness by executing and delivering under seal its or
their promissory note to the withdrawn Member or the Transferor (the "Payee") in
the form approved by the Manager.

     6.10.  INSOLVENCY.

            (a)  CORRECTIVE ACTION. If the Company is not lawfully permitted to
purchase all of the interest of a Member as required pursuant to this Agreement
or to pay, from time to time, any amount owed with respect to the deferred
Purchase Price (the "Indebtedness"): (i) the entire amount which may lawfully be
paid shall be paid immediately on such account; and (ii) the surviving or
remaining Members shall promptly take those steps that are appropriate or
necessary to enable the Company to pay the balance which is then due, including,
by way of illustration and not by way of limitation, the obtaining of an
up-to-date appraisal of the assets of the Company or including in any note given
to evidence the Indebtedness that language which is required (under Section 35
of the Act) to allow the Company to issue the note (and the payee hereby
consents to the inclusion of that language in the note), provided that the
foregoing shall not require any Member to make any capital contribution.

            (b)  ASSUMPTION. If the Company is unable to pay lawfully for the
Interest of a Member purchased under the applicable provisions of this Agreement
after taking all of the actions specified in clause (ii) of Section 6.10(a) of
this Agreement, then the surviving or remaining Members, at their option, may
assume the Company's obligation to purchase and shall purchase the balance of
the Interest of a Member to be purchased under the applicable provisions of this
Agreement, at the price and subject to the other terms and conditions set forth
in this Agreement. In such event, each surviving or remaining Member who agrees
to assume the Company's obligation as set forth in the prior sentence; PROVIDED,
HOWEVER, that Member shall pay for his pro rata portion of the Interest of the
Member.

     ARTICLE 7: DISSOLUTION.

     7.1.   EVENTS OF DISSOLUTION. The Company shall be dissolved upon the
happening of any of the following events:

     (a)    when the period fixed for its duration in Section 2.5 has expired;

                                     - 25 -


     (b)    upon the unanimous written agreement of all of the Members; or

     (c)    upon the death, insanity, retirement, resignation, expulsion,
bankruptcy or dissolution of a Member or the occurrence of any other event which
terminates the continued membership of a Member in the Company, unless Members
owning a majority of the remaining Percentage Interests within ninety (90) days
after the event or occurrence, elect to continue the business of the Company.

     7.2.   PROCEDURE FOR WINDING UP AND DISSOLUTION. If the Company is
dissolved, the Manager shall wind up its affairs. On winding up of the Company,
the assets of the Company shall be distributed, first, to creditors of the
Company, including Members who are creditors (other than as the result of unpaid
distributions), in satisfaction of the liabilities of the Company, and then to
the Members in accordance with Section 4.5.

     7.3.   FILING OF A CERTIFICATE OF CANCELLATION. If the Company is dissolved
and its winding up has been completed, the Manager shall promptly file a
Certificate of Cancellation with the Office of the Secretary of the
Commonwealth.

     ARTICLE 8: BOOKS & RECORDS.

     8.1.   BANK ACCOUNTS. All funds of the Company shall be deposited in a bank
account or accounts opened in the Company's name. The Manager shall determine
the institution or institutions at which the accounts will be opened and
maintained, the types of accounts, and the Persons who will have authority with
respect to the accounts and the funds therein.

     8.2.   BOOKS AND RECORDS.

     (a)    MAINTENANCE OF RECORDS. The Manager shall keep or cause to be kept
complete and accurate books and records of the Company. These records shall
include, but not be limited to: (i) a current list of the name and address of
each Member and Manager; (ii) a copy of the Certificate of Organization and all
Certificates of Amendment thereto (including powers of attorney executed in
connection with these certificates); (iii) copies of the Company's federal,
state, and local income tax returns and reports for the three most recent years;
(iv) copies of this Operating Agreement and any documents incorporated by
reference into this Operating Agreement; and (v) copies of any financial
statements of the Company for the three most recent years.

     (b)    INSPECTION. The books and records shall be maintained in accordance
with sound accounting practices and shall be available at the Company's office
in the Commonwealth for inspection and copying by any Member or the Member's
duly authorized

                                     - 26 -


representative at any and all reasonable times during normal business hours.

     (c)    REIMBURSEMENT. Each Member shall reimburse the Company for all costs
and expenses incurred by the Company in connection with the Member's inspection
and copying of the Company's books and records.

     8.3.   ANNUAL ACCOUNTING PERIOD. The annual accounting period of the
Company shall be the calendar year, subject to the requirements and limitations
of the Code.

     8.4.   REPORTS. Within seventy-five (75) days after the end of each taxable
year of the Company, the Manager shall cause to be sent to each Person who was a
Member at any time during the taxable year then ended a complete accounting of
the affairs of the Company for the taxable year then ended. In addition, within
seventy five (75) days after the end of each taxable year of the Company, the
Manager shall cause to be sent to each Person who was a Member at any time
during the taxable year then ended, that tax information concerning the Company
which is necessary for preparing the Member's income tax returns for that year.
At the request of 100% of the Members, and at the requesting Members' expense,
the Manager shall cause an audit of the Company's books and records to be
prepared by independent accountants for the period requested by the Member.

     8.5.   TAX MATTERS PARTNER. Gallo shall be the "tax matters partner" of the
Company for the purposes of Code Section 6231.

     8.6.   TAX ELECTIONS. The Manager shall have the authority to make all
Company elections permitted under the Code, including without limitation
elections of methods of depreciation and elections under Code Section 754. The
decision to make or not make an election shall be at the Manager's sole and
absolute discretion, subject only to his obligation to act in the best interest
of the Company and the Members.

     8.7.   TITLE TO COMPANY PROPERTY. All real property, personal property,
permits, licenses, patents, proprietary information and all other assets
acquired by, or assigned to, the Company shall be acquired and held by the
Company in its name.

     8.8.   GOOD FAITH AND FAIR DEALING. The implied covenant of good faith and
fair dealing is expressly made applicable to the Members, the Manager and the
matters set forth herein and governed thereby,

     ARTICLE 9: MISCELLANEOUS

                                     - 27 -


     9.1.   ASSURANCES. The Manager shall execute all certificates and other
documents and shall do all such filing, recording, publishing and other acts as
the Manager deems appropriate to comply with the requirements of law for the
formation and operation of the Company and to comply with any laws, rules and
regulations relating to the acquisition, operation or holding of the property of
the Company.

     9.2.   NOTICES. Except as expressly set forth to the contrary in this
Agreement, all notices, requests, or consents required or permitted to be given
under this Agreement must be in writing and shall be deemed to have been given:
(i) three (3) days after the date mailed, postage prepaid, by registered or
certified mail, addressed to the recipient, with return receipt requested, (ii)
upon delivery to the recipient in person or by courier, provided that a receipt
is signed by the recipient; (iii) two business days after having been delivered,
delivery charges prepaid, to Federal Express or other reputable overnight
courier; or (iv) upon receipt of a facsimile transmission by the recipient,
provided that a copy thereof is also transmitted in any other manner permitted
hereby. Such notices, requests and consents shall be given to Members at the
Members' last known address on the records of the Company. A notice to the
Company must be addressed to the Company's principal office specified in Section
2.6. Whenever any notice is required to be given by law, the Certificate of
Organization or this Agreement, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.

     9.3.   SPECIFIC PERFORMANCE. The parties recognize that irreparable injury
will result from a breach of any provision of this Agreement and that money
damages will be inadequate to fully remedy the injury. Accordingly, in the event
of a breach or threatened breach of one or more of the provisions of this
Agreement, any party who may be injured (in addition to any other remedies which
may be available to that party) shall be entitled to one or more preliminary or
permanent orders (i) restraining and enjoining any act which would constitute a
breach or (ii) compelling the performance of any obligation which, if not
performed, would constitute a breach.

     9.4.   COMPLETE AGREEMENT. This Agreement constitutes the complete and
exclusive statement of the agreement among the Members and the Manager. It
supersedes all prior written and oral statements, including any prior
representation, statement, condition or warranty. Except as expressly provided
otherwise herein, this Agreement may not be amended without the written consent
of the Members.

                                     - 28 -


     9.5.   APPLICABLE LAW. All issues concerning the construction, validity and
interpretation of this Agreement and the performance of the obligations imposed
by this Agreement shall be governed by the internal law, not the law of
conflicts, of the Commonwealth of Massachusetts.

     9.6.   SECTION TITLES. The headings herein are inserted as a matter of
convenience only and do not define, limit or describe the scope of this
Agreement or the intent of the provisions hereof.

     9.7.   BINDING PROVISIONS. This Agreement is binding upon, and inures to
the benefit of, the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, successors and permitted
assigns.

     9.8.   JURISDICTION AND VENUE. Any suit involving any dispute or matter
arising under this Agreement may only be brought in the United States District
Court for the District of Massachusetts or any court of the Commonwealth of
Massachusetts having jurisdiction over the subject matter of the dispute or
matter. All Members and the Manager hereby consent to the exercise of personal
jurisdiction by any such court with respect to any such proceeding.

     9.9.   TERMS. Common nouns and pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular and plural, as the identity of the Person
may in the context require.

     9.10.  SEPARABILITY OF PROVISIONS. Each provision of this Agreement shall
be considered separable and if, for any reason, any provision or provisions
herein are determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or affect those portions of
this Agreement which are valid.

     9.11.  COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and all of
which, when taken together, constitute one and the same document. The signature
of any party to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart.

     9.12.  ESTOPPEL CERTIFICATE. Each Member shall, within ten (10) days after
written request by the Manager, deliver to the requesting Person a certificate
stating, to the Member's knowledge, that: (a) this Agreement is in full force
and effect; (b) this Agreement has not been modified except by any instrument or
instruments identified in the certificate; and (c) there is no default hereunder
by the requesting Person, or if there is a default, the nature and extent
thereof. If the certificate is not received within that ten (10) day period, the
Manager shall execute and deliver the certificate on behalf of the requested
Member,

                                     - 29 -


without qualification, pursuant to the power of attorney granted in Section 5.7
of this Agreement.

     IN WITNESS WHEREOF, this Operating Agreement is executed to be effective as
a sealed instrument as of the date first above written.


                                                     MEMBERS:

                                                     /s/ Louis R. Gallo
                                                     ---------------------------
                                                     Louis R. Gallo

                                                     /s/ Charles W. Johnson
                                                     ---------------------------
                                                     Charles W. Johnson

                                                     /s/ David L. Valdina
                                                     ---------------------------
                                                     David L. Valdina

                                                     /s/ David W. Mackley
                                                     ---------------------------
                                                     David W. Mackley

MANAGER:

/s/ Louis R. Gallo
- ---------------------------
Louis R. Gallo

                                     - 30 -


                                                                       EXHIBIT B

                                                               FILED
                                                         FEB 27 [ILLEGIBLE]
                                                   SECRETARY OF THE COMMONWEALTH
                                                       CORPORATIONS DIVISION


                           CERTIFICATE OF ORGANIZATION

                                       OF

                        ROCHESTER ENVIRONMENTAL PARK, LLC

     The undersigned, being authorized to execute and file this Certificate
for the purpose of forming a limited liability company under the laws of the
Commonwealth of Massachusetts, hereby certifies as follows:

     1.  NAME OF THE COMPANY. The name of the limited liability company (the
"Company") is Rochester Environmental Park, LLC.

     2.  OFFICE OF THE COMPANY. The address of the office of the Company at
which its records will be maintained is 50 Cranberry Highway, Rochester,
Massachusetts 02770.

     3.  BUSINESS OF THE COMPANY. The general character of the business of the
Company is: (a) to operate a recycling business and environmental park; (b) to
own and utilize real and personal property; and (c) to otherwise engage in any
lawful act or activity for which limited liability companies may be organized
under Chapter 156C of the Massachusetts General Laws.

     4.  DATE OF DISSOLUTION. The latest date on which the Company shall
dissolve is December 31, 2022.

     5.  AGENT FOR SERVICE OF PROCESS. The name and business address of the
agent for service of process is:

     NAME                                            BUSINESS ADDRESS

     Louis R. Gallo                                  845 Sandwich Road
                                                     P.O. Box 4431
                                                     Sagamore, MA 02561

     6.  MANAGER. The name and business address of the Manager is as follows:

     NAME                                            BUSINESS ADDRESS

     Louis R. Gallo                                  845 Sandwich Road
                                                     P.O. Box 4431
                                                     Sagamore, MA 02561



     7.  EXECUTION OF DOCUMENTS. The name and business address of each person,
other than the Manager, who is authorized to execute documents to be filed with
the Corporations Division of the Office of the Secretary of the Commonwealth is
as follows:

     NAME                                            BUSINESS ADDRESS

     NONE                                            N/A

     8.  EXECUTION OF DOCUMENTS RELATING TO REAL PROPERTY. The name and business
address of each person who is authorized to execute, acknowledge, deliver and
record any recordable instrument on behalf of the Company purporting to affect
an interest in real property, whether to be recorded with a registry of deeds or
a district office of the Land Court is as follows:

     NAME                                            BUSINESS ADDRESS

     Louis R. Gallo                                  845 Sandwich Road
                                                     P.O. Box 4431
                                                     Sagamore, MA 02561

     IN WITNESS WHEREOF, I have signed this Certificate of Organization and
acknowledged it to be my act this 26 day of February, 1997.

                                                     /s/ Louis R. Gallo
                                                     --------------------------
                                                     Louis R. Gallo
                                                     Manager, hereunto duly
                                                     authorized

                                      - 2 -


                        ROCHESTER ENVIRONMENTAL PARK, LLC

                           CERTIFICATION AS TO MEMBERS

     I, Louis R. Gallo, hereby certify that as of the date hereof, the following
persons constitute all of the members of Rochester Environmental Park, LLC (the
"LLC") and that each such person holds the percentage interest in the LLC as set
forth beside his respective name.

                         
     Louis R. Gallo               53%

     John A. Gallo                 7%

     David W. Mackley             30%

     Charles W. Johnson            8%

     David L. Valdina              2%
                                  ---
               TOTAL             100%

     


     Executed on this 23rd day of April, 1997.

                                                     /s/ Louis R. Gallo  Manager
                                                     --------------------------
                                                     Louis R. Gallo, Manager

                          COMMONWEALTH OF MASSACHUSETTS

Suffolk, ss.                                                      April 23, 1997

     Then personally appeared the above named Louis R. Gallo and acknowledged
the foregoing documents to be his free act and deed, before me.

                                                  /s/ [ILLEGIBLE]
                                                  --------------------------
                                                  Notary Public
                                                  My Commission Expires: 5/20/97



                        ROCHESTER ENVIRONMENTAL PARK, LLC

                    AMENDED EXHIBIT B TO OPERATING AGREEMENT

     Effective March 9, 1998, Exhibit B of the Operating Agreement for Rochester
Environmental Park, LLC is amended as follows:



MEMBER                             PERCENTAGE
                                  
ALTERNATE ENERGY, INC.                70%

ROBERT S. GUNDERSEN                   30%
                                    -------
                   TOTAL             100%


     I, Robert S. Gundersen, duly elected and acting Manager of Rochester
Environmental Park, LLC do hereby certify that as of this date the above
constitutes 100% of all of the Members of the LLC and that each holds the
percentage interest as set forth above.

Executed this 9th day of March, 1998.

/s/ Robert S. Gundersen
- ---------------------------------------
Robert S. Gundersen, Manager



                                   EXHIBIT C

                                 INITIAL LOANS



                                                        PRINCIPAL NOT TO EXCEED
                                                        AT TIME OF CONSUMMATION
                                                             
1. First National Bank of New England                           $    600,000.00

2. First National Bank of New England                           $  1,700,000.00

3. Industrial Services Program                                  $    150,000.00

4. Massachusetts Business Development
   Counsel/Department of Environmental
   Protection                                                   $    150,000.00

5. Charles W. Johnson                                           $     30,000.00

6. JARAC, Inc.                                                  $    100,000.00

7. Working Capital
   Loan(s) - (Lender(s) not identified/
   loan commitments not procured).                              $    250,000.00
                                                         ----------------------
                                    TOTAL:                      $  2,980,000.00


                                      -32-


               Assignment of Interest in Limited Liability Company

     For consideration paid, the receipt and sufficiency of which is hereby
acknowledged, I (the undersigned), being a member of Rochester Environmental
Park, LLC, a Massachusetts limited liability company ("REP"), do hereby grant,
sell, transfer, assign and deliver all of my right, title and interest in and to
my membership interest in REP to Casella Waste Systems, Inc. (the "Buyer"),
including any and all interests in capital, profits, losses, distribution, loans
and any other rights to which I may be entitled under the Operating Agreement
for REP, as amended from time to time. This Assignment is being delivered
pursuant to that certain Agreement dated as of December 30, 1999 by and among
the Buyer, Alternate Energy, Inc., REP and the undersigned, as amended (the
"Agreement")

     I further warrant, represent and covenant that I am the lawful owner of
good, valid and marketable title to my interest in REP, free and clear of all
liens, charges, covenants, conditions, restrictions, voting trust arrangements,
encumbrances, options and adverse claims or rights whatsoever and that I have
the right to transfer and assign my interest. I will warrant and defend my title
and the right to assign my interest against all claims and demands of all
persons.

     By my execution of this Assignment, I hereby acknowledge and agree that
this instrument shall not affect the rights and obligations of any party under
the Agreement, which shall remain in full force and effect.

     EXECUTED under seal as of the 15th day of February, 2000.

                                                     /s/ Robert S. Gundersen
                                                     --------------------------
                                                     Robert S. Gundersen



STATE OF NEW YORK   }SS:                                         Exhibit 3.117
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

                                                       /s/ [ILLEGIBLE]

[SEAL]                                         SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266(7/00)



                                                                   F980430000457

                                                                       CSC 45

                          CERTIFICATE OF INCORPORATION

                                       OF

                             SCHULTZ LANDFILL, INC.

                UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW

                                   ----------

     The undersigned, a natural person of the age of eighteen years or over,
desiring to form a corporation pursuant to the provisions of Section 402 of the
Business Corporation Law of the State of New York, hereby certifies as follows:

     FIRST:  The name of the corporation is:

                             SCHULTZ LANDFILL, INC.

     SECOND: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the Business Corporation
Law of the State of New York, exclusive of any act or activity requiring the
consent or approval of any state official, department, board, agency or other
body without such consent or approval first being obtained.

     THIRD:  The office of the corporation in the State of New York is to be
located in the County of Erie.

     FOURTH: The aggregate number of shares which the corporation shall have the
authority to issue is:

                   Two Hundred (200) shares without par value.

                                        1


     FIFTH:  The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served, and the
address to which the Secretary of State shall mail a copy of any process against
the corporation served upon him is:

                                         C/o Duke Holzman Yaeger & Photiadis LLP
                                         2500 Mainplace Tower
                                         Buffalo, NY 14202

     SIXTH:  No director of the corporation shall be personally liable to the
corporation or its stockholders for damages for any breach of duty in such
capacity except where a judgment or other final adjudication adverse to said
director establishes: that the director's acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or that said
director personally gained a financial profit or other advantage to which he was
not entitled, or the director's acts violated Section 719 of the New York
Business Corporation Law.

Date:  April 29, 1998


                                                    /s/ Pat A. Santiago
                                              ----------------------------------
                                                        Pat A. Santiago
                                                          Incorporator
                                                     Corporation Service Company
                                                          80 State Street
                                                          Albany, NY 12207

                                        2


State of New York)
County oF Albany )

     On this 29th day of April, 1998, before me personally appeared Pat A.
Santiago to me known to be the person described in and who executed the
foregoing instrument and duly acknowledged to me that (s)he executed the same.

                                                       /s/ Natalie L. Holmes
                                              ----------------------------------

                                                            [SEAL]

                                        3


                                                                   F980430000457

                                                                       CSC 45

                          CERTIFICATE OF INCORPORATION

                                       OF

                              SCHULTZ LANDFILL, INC.

                                                              STATE OF NEW YORK
                                                             DEPARTMENT OF STATE

                                                            FILED APR 30 1998
                                                            TAX $  10.00
                                                            BY:    DAM
                                                                  Erie

       Section 402 of the Business Corporation Law

Filer: DUKE HOLZMAN YAEGER & PHOTIADIS LLP
       2500 MAINPLACE TOWER
       BUFFALO, NY 14202
       799678pas

                                                                       BILLED

                                                                    980430000462

                                        4



                                                                   Exhibit 3.118

                                     BY-LAWS

                                       OF

                             SCHULTZ LANDFILL, INC.

                                    ARTICLE I

                             MEETING OF SHAREHOLDERS

          SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be
held during the first two weeks of December of each year as may be designated by
the Chairman of the Board of Directors, or if there be none, the President of
the Corporation, at the Corporation's principal place of business or at such
other time and place as may be designated by the Chairman of the Board of
Directors, or if there be none, the President of the Corporation.

          SECTION 2. SPECIAL MEETINGS. Special meetings of shareholders may be
called at any time upon request of a majority of the Directors, the President of
the Corporation, or the holders of not less than 25 percent of all the shares
entitled to vote at the meeting. Special meetings shall be held at a time and
place to be designated by the President of the Corporation.

          SECTION 3. NOTICE. The Secretary shall give personal or written notice
to all shareholders of record of the holding of any regular or special meeting
of shareholders not less than ten nor more than fifty days prior to the date of
such meeting, but no such notice shall be required in the case of any
shareholder who waives the same. Notice of a special meeting shall state the
purpose for which the meeting is called.



          SECTION 4. QUORUM. The presence in person or by proxy of holders of
the majority of outstanding stock entitled to vote shall be necessary to
constitute a quorum. The affirmative vote of a majority of the shares
represented at a meeting shall be the act of the shareholders, provided that a
quorum is present at such meeting and that the vote of a greater or lesser
number of shares is not required by law or the certificate of incorporation.

          SECTION 5. ADJOURNED MEETINGS. In case a quorum shall not be present
at any duly called meeting, the majority of those present may adjourn the
meeting from time to time not exceeding thirty days at any one time until a
quorum shall be present and the business of the meeting accomplished; and of
such adjourned meeting, no notice need be given.

          SECTION 6. WRITTEN CONSENT OF SHAREHOLDERS. Whenever shareholders are
required or permitted to take any action by vote, such action may be taken
without a meeting on written consent, setting forth the action so taken, signed
by the holders of all outstanding shares entitled to vote thereon.

                                   ARTICLE II

                                    DIRECTORS

          SECTION 1. NUMBER. The Board of Directors shall consist of one or more
members. The number of Directors of the Corporation shall be such number as is
fixed from time to time by the Board of Directors; and until further action by
the Board of Directors, the number of Directors shall be one.

                                      - 2 -


          SECTION 2. ELECTION. The Directors shall be chosen at the annual
shareholders' meeting by plurality of the votes cast, and each of such Directors
shall serve for a term of one year and until his successor has been elected. Any
vacancy occurring in the Board of Directors by reason of death, resignation,
removal (with or without cause) or disqualification of a Director or increase in
the number of Directors, or for any other reason, shall be filled by a majority
of the Directors remaining; and such director shall serve until the next annual
meeting of shareholders or until his successor is elected. A Director need not
be a shareholder.

          SECTION 3. QUORUM. A majority of the Board of Directors shall be
necessary to constitute a quorum. The act of a majority of the Directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the Directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

          SECTION 4. MEETINGS. Meetings of the Board of Directors will be held
upon call of the President or Secretary, and such call shall be issued whenever
requested in writing by any two Directors. Meetings may be held outside the
State of New York. Notice of meetings shall be by telephone or any written

                                      - 3 -


communication, but no notice shall be required in the case of any Director who
waives the same. If such notice is served personally or by telephone, it must be
so served not less than one day prior to the meeting; and if mailed, it must be
mailed not less than five days prior to the meeting.

          SECTION 5. REMOVAL OF DIRECTORS. Any Director may be removed with or
without cause at any time by a vote of the shareholders holding a majority of
the shares of the Corporation at any meeting called for that purpose.

          SECTION 6. WRITTEN CONSENT. Whenever Directors are required or
permitted to take any action by vote, such action may be taken without a meeting
upon written consent, setting forth the action so taken, signed by all the
Directors.

          SECTION 7. CONFERENCE CALLS. Any one or more members of the Board of
Directors may participate in a meeting of such Board by means of a conference
telephone, or similar communication equipment, allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.

                                   ARTICLE III

                             COMMITTEES OF DIRECTORS

          SECTION 1. CREATION. The Board of Directors may, by resolution or
resolutions adopted by a majority of the entire board, designate one or more
committees, each committee to consist of three or more of the directors, which,
to the extent provided in said resolution or resolutions and within the

                                      - 4 -


limitations prescribed by statute, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the corporation to be
affixed to all papers which may require it.

          SECTION 2. WRITTEN CONSENT. Whenever the members of a Committee
established by the Board are required or permitted to take any action by vote,
such action may be taken without a meeting upon written consent, setting forth
the action so taken, signed by all the members of such Committee.

          SECTION 3. CONFERENCE CALLS. Any one or more members of any Committee
established by the Board may participate in a meeting of such Committee by means
of a conference telephone, or similar communication equipment, allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.

                                   ARTICLE IV

                              PROCEDURE AT MEETINGS

          The order of business and all other matters of procedure at any
meeting of shareholders or Directors, unless determined by the meeting itself by
majority vote, shall be determined by the presiding officer, who shall be the
Chairman of the Board of Directors or, if there be none, the President.

                                      - 5 -


                                    ARTICLE V

                                    OFFICERS

          SECTION 1. ELECTION. The Board of Directors shall elect a President,
Vice-President, Secretary, Treasurer, and such other officers as the Board of
Directors shall deem appropriate. Such officers shall serve at the pleasure of
the Directors and shall receive compensation to be determined by the Board.

          SECTION 2. CHAIRMAN. The Chairman shall preside at all meetings of the
shareholders and directors and shall have such other powers and duties as may
from time to time be assigned by the board.

          SECTION 3. PRESIDENT. The President shall be the chief executive
officer of the Corporation; he shall have supervision and control of the
management of the business of the Corporation, shall have authority to fix
compensation of all employees of the Corporation other than the officers, shall
be generally in charge of all the affairs of the Corporation, and shall see that
all orders and resolutions of the Board are carried into effect.

          SECTION 4. VICE-PRESIDENT. The Vice-President in the absence or
incapacity of the President shall perform the duties of that officer.

          SECTION 5. SECRETARY. The Secretary shall keep the records and minutes
of the Corporation, have charge of the certificate book and shall perform the
other duties customarily performed by the Secretary of the Corporation.

                                      - 6 -


          SECTION 6. TREASURER. The Treasurer shall have the care and custody of
the funds and securities of the Corporation and shall keep account of the
finances of the Corporation.

          SECTION 7. STOCK IN OTHER COMPANIES. Unless otherwise ordered by the
Board of Directors, the President, or Vice-President if duly authorized by the
President, shall have full power and authority on behalf of the Company to
attend and to vote at any meeting of stockholders of any corporation in which
this Company may hold stock, and may exercise on behalf of this Company any and
all of the rights and powers incident to the ownership of such stock at any such
meeting, and shall have power and authority to execute and deliver proxies and
consents on behalf of this Company in connection with the exercise by this
Company of the rights and powers incident to the ownership of such stock. The
Board of Directors, from time to time, may confer like powers upon any other
person or persons.

                                   ARTICLE VI

                          INDEMNIFICATION OF PERSONNEL

          SECTION 1. Subject to Section 2 hereof, the Corporation shall
indemnify any person made, or threatened to be made, a party to an action or
proceeding, whether civil or criminal, by reason of the fact that such person,
his or her testator or intestate, was a director, officer, or employee of the
Corporation or served any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise at the request

                                      - 7 -


of the Corporation (hereinafter referred to as an "Other Entity") against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, if such person acted in good faith, for a
purpose which he or she reasonably believed to be in the best interests of the
Corporation or, in the case of service to an Other Entity, not opposed to the
best interests of the Corporation and, in criminal actions or proceedings, in
addition, had no reasonable cause to believe that his or her conduct was
unlawful. Such indemnification shall be subject to and in accordance with the
provisions of Section 723 of the Business Corporation Law.

          SECTION 2. In connection with any action or proceeding by or in the
right of the Corporation to procure a judgment in its favor, indemnification
hereunder shall include only amounts paid in settlement and reasonable expenses,
including attorneys' fees actually and necessarily incurred in connection with
the defense, or settlement of such action, or in connection with an appearance
therein, and no indemnification shall be made in respect of (1) a threatened
action, or a pending action which is settled or otherwise disposed of, or (2)
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the Corporation, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon

                                      - 8 -


application that, in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity of such portion of the settlement
amount and expenses as the court deems proper.

          SECTION 3. The indemnification authorized by Section 1 hereof shall
not be deemed to be exclusive of any other rights to which a person seeking
indemnification may be entitled pursuant to the applicable provisions of the
Business Corporation Law or pursuant to a resolution of the shareholders or
directors adopted in accordance with Section 721 of the Business Corporation
Law. Expenses incurred in defending a civil or criminal action or proceeding may
be paid by the Corporation in advance of the final disposition of such action or
proceeding to the extent permitted by and subject to the provisions of Sections
723 and 725 of the Business Corporation Law.

          SECTION 4. It is the intention by these by-laws to allow the
Corporation to indemnify corporate personnel to the maximum extent permitted by
applicable law and the Board of Directors and shareholders, together or
independently, are authorized to take such actions as shall be necessary to
implement the foregoing.

                                   ARTICLE VII

                             CERTIFICATES FOR SHARES

          SECTION 1. Certificates representing shares of the Corporation shall
be bound in a book, shall be numbered and issued in consecutive order, shall be
signed by the President or

                                      - 9 -


Vice-President and the Secretary or Treasurer, under the Corporation seal; and
in the stub of each certificate shall be entered the name of the person owning
the shares represented thereby, the number of such shares, and the date of
issue. All certificates exchanged or returned to the Corporation shall be marked
cancelled, with the date of cancellation, by the Secretary, and shall be
immediately attached to the stubs in the certificate books from which they were
detached when issued. The Board of Directors may direct a new share certificate
to be issued in place of any certificate previously issued by the Corporation
alleged to have been lost, destroyed or wrongfully taken, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost,
destroyed or wrongfully taken. As a condition of authorizing such issue of a new
certificate, the Board of Directors may, in its discretion, require the owner
of such lost, destroyed or wrongfully taken certificate, or his legal
representative, to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, destroyed or wrongfully
taken.

          SECTION 2. TRANSFERS. Transfers of shares shall be made on the books
of the Corporation by the holder in person or by power of attorney duly executed
and witnessed and filed with the Secretary of the Corporation on surrender of
the certificate of such shares.

                                     - 10 -


                                  ARTICLE VIII

                                   AMENDMENTS

          These By-Laws and any hereafter adopted may be added to, amended,
altered or repealed by a majority vote of the Directors at any duly held
meeting. These By-Laws and any hereafter adopted may be added to, amended,
altered or repealed by a majority vote of the shareholders at any duly held
meeting.

                                     - 11 -

Exhibit 3.119

[LOGO]

STATE OF VERMONT

OFFICE OF SECRETARY OF STATE

I, DEBORAH L. MARKOWITZ, SECRETARY OF STATE OF THE STATE OF VERMONT, DO
HEREBY CERTIFY THAT THE ATTACHED IS A TRUE COPY OF

ARTICLES OF ASSOCIATION

FOR

SUNDERLAND WASTE MANAGEMENT, INC.

JUNE 7, 2002

GIVEN UNDER MY HAND AND THE SEAL
OF THE STATE OF VERMONT, AT
MONTPELIER, THE STATE CAPITAL

/s/ Deborah L. Markowitz

DEBORAH L. MARKOWITZ
SECRETARY OF STATE

[SEAL]

No.V-47747

ARTICLES OF ASSOCIATION

OF THE

SUNDERLAND WASTE MANAGEMENT, INC.

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

STATE OF VERMONT

Secretary of State's Office

Filed May 31 1990

/s/ [ILLEGIBLE]
-----------------------------------------
Secretary of State

0118 0001

ARTICLES OF ASSOCIATION

The name of the corporation shall be Sunderland Waste Management, Inc.

The initial registered agent shall be Harry R. Ryan, III, Esquire
------------------------------------------
(NOTE: A CORPORATION CANNOT BE ITS OWN
REGISTERED AGENT)

with registered office at Post Office Box 310, Rutland, Vermont 05702

The corporation shall be located at P.O. Box 866, Rutland, Vermont 05702

The operating year shall be? Calendar December 31 Fiscal
---------------- -----------------
(Dec. 31) (Month-day)

IF A FISCAL YEAR ENDING IS NOT SPECIFIED, THE CALENDAR YEAR ENDING DECEMBER 31ST
SHALL BE DESIGNATED AS YOUR FISCAL YEAR ENDING.

The period of duration shall be (if perpetual so state) Perpetual

Please check appropriate box:

/X/ Vermont General Corporation (T.11, Ch.17) / / Worker Cooperative (T.11, Ch.8)

/ / Vermont Professional Corporation (T.11, Ch.3) / / Cooperative Marketing Act (T.11, Ch.7)

/ / Vermont Non-Profit Corporation (T.11, Ch.19)

This corporation is organized for the purpose of: Owning and operating a
landfill located in the Town of Sunderland, Vermont, and any other activity
associated therewith or necessary thereto.

HERE SET OUR PURPOSES
CLEARLY AND BRIEFLY;
USING SEPARATE PARAGRAPHS
TO COVER EACH
SEPARATE PURPOSE.

EACH VERMONT CORPORATION MUST FILE AN ANNUAL REPORT WITHIN TWO AND ONE HALF
(2 1/2) MONTHS AFTER THE EXPIRATION OF ITS FISCAL YEAR ENDING.

0118 0003

The following information regarding shares must be completed by business
corporations. NON-PROFIT CORPORATIONS CANNOT HAVE SHARES.

The aggregate number of shares the corporation shall have authority to issue is
_________shares, preferred, with a par value of (if no par value, so state)
100 shares, common, with a par value of (if no par value, so state) No par
value.

IF PREFERRED SHARES ARE PROVIDED
FOR, STATE HERE BRIEFLY THE ITEMS
OF PREFERENCE.
IF SHARES ARE TO BE DIVIDED INTO
CLASSES OR SERIES, STATE HERE THE
DESIGNATIONS, PREFERENCES, LIMITATIONS,
AND RELATIVE RIGHTS OF EACH CLASS
OR SERIES.

DIRECTORS: Business corporations with three or more shareholders must have at
least three directors. If there are fewer than three shareholders, the number of
directors may be equal to, BUT NOT LESS THAN, the number of shareholders.

Non-profit corporations must have at least three directors.

The initial board of directors shall have 2 members with the following serving
as directors until their successors be elected and qualify:

HAVING NAMED FEWER THAN THREE DIRECTORS I HEREBY STATE THAT THE NUMBER OF
SHAREHOLDERS DOES NOT EXCEED THE NUMBER OF DIRECTORS.

DIRECTORS Post Office Address

John W. Casella P.O. Box 866, Rutland, Vermont 05702

Douglas Casella P.O. Box 866, Rutland, Vermont 05702

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

Dated at Rutland in the County of Rutland this 24th day of May 1990.

Incorporators Post Office Address

/s/ John W. Casella
John W. Casella P.O. Box 866, Rutland, Vermont 05702

/s/ Douglas Casella
Douglas Casella P.O. Box 866, Rutland, Vermont 05702

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

NAME MUST BE PRINTED OR TYPED UNDER ALL SIGNATURES. NO.101 ACTS OF 1965.

IN ADDITION TO ALL THE PRECEDING INFORMATION VERMONT PROFESSIONAL CORPORATIONS
MUST COMPLETED THE CERTIFICATE ON THE LAST PAGE OF THIS APPLICATION.

0118 0005



                                                                   Exhibit 3.120

                                   BY-LAWS OF

                        SUNDERLAND WASTE MANAGEMENT, INC.

                                    ARTICLE I

                                PRINCIPAL OFFICE

     The principal office of the Corporation shall be located at Greens Hill
Lane, Rutland, Vermont 05701.

                                   ARTICLE II

                             MEETING OF SHAREHOLDERS

     Section 1. PLACE OF MEETINGS. Each meeting of the shareholders shall be
held at the principal office of the Corporation or at such other place as the
Board of Directors or other authority calling the meeting may designate.

     Section 2. ANNUAL MEETING. Unless the Board of Directors shall fix a
different place, within or without Vermont, day or hour, the annual meeting of
the shareholders to elect Directors and to transact such other business as may
properly come before the meeting shall be held at the principal office of the
Corporation at Rutland, Vermont.

     Section 3. SPECIAL MEETING. A special meeting of the shareholders for any
proper purpose or purposes may be called by the President, Board of Directors
or, upon request of holders of not less than one-tenth of all the shares
entitled to vote at the meeting and the Secretary shall give notice of the
meeting at such day and hour as the authority calling the meeting shall
designate.

     Section 4. NOTICE. Written or printed notice of each meeting of the
shareholders, stating the place, day, hour and purpose or purposes of the
meeting, shall be mailed, postage prepaid, not less than ten (10) nor more than
fifty (50) days before the date of the meeting, to each shareholder of record
entitled to vote at the meeting, addressed to the shareholder at the
shareholder's latest address as it appears on the stock transfer books of the
Corporation.

     Section 5. QUORUM. The holders of a majority of the shares entitled to vote
at any meeting of the shareholders shall



constitute a quorum for such meeting. If less than a majority of the shares
entitled to vote shall be represented at any meeting, a majority of the shares
represented at the meeting may adjourn the meeting from time to time without
further notice.

     Section 6. VOTING. Each outstanding share shall be entitled to one vote on
each matter submitted to a vote at a meeting of shareholders.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. GENERAL POWERS. The business, property and affairs of the
Corporation shall be managed by its Board of Directors.

     Section 2. NUMBER. The initial number of Directors of the Corporation shall
be two (2), which number may be increased subject to the law of the State of
Vermont.

     Section 3. TERM. Each Director shall hold office until the next annual
meeting of the shareholders and until his or her successor shall have been
elected and qualified.

     Section 4. VACANCIES. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining Directors even
though less than a quorum of the Board of Directors. A Director elected to fill
a vacancy shall be elected for the unexpired term of the Director's predecessor
in office. Any directorship to be filled by reason of an increase in the number
of Directors shall be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose.

     Section 5. REGULAR MEETING. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after and at the
same place as the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place, either within or without the state
of Vermont, for the holding of additional regular meetings without other notice
than such resolution.

     Section 6. SPECIAL MEETING. Special meetings of the Board of Directors may
be called by or at the request of the President or a Director. The person
calling a special meeting of the Board of Directors shall fix the place, day and
hour of the meeting. Oral or written notice of any special meeting shall be give
at least five (5) days prior thereto. If written, notice shall be delivered
personally, mailed or sent by telegram to each Director at the Director's
residence. If mailed, notice shall be deemed delivered when deposited in the
United States Mail, so addressed with postage prepaid. If notice is given by
telegram, it shall

                                                                          Page 2


be deemed to be delivered when the telegram is delivered to the telegraph
company.

     Section 7. QUORUM OF DIRECTORS. (a) A majority of the number of Directors
from time to time serving shall constitute a quorum for the transaction of
business unless a greater number is required by law. The act of the majority of
the Directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors unless the act of a greater number is required by law.
Any action consented to in writing by each and every Director shall be as valid
as if adopted by the Board of Directors at a duly-held meeting thereof, provided
that such written consent is inserted in the Minutes Book.

     (b) Members of the Board of Directors and members of any committee
designated by the Board of Directors may participate in a meeting of such Board
or committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting in such a manner hall constitute
presence in person at such meeting.

                                   ARTICLE IV

                                    OFFICERS

     Section 1. OFFICERS. The officers of the Corporation shall be a President,
a Vice President, a Treasurer and a Secretary who shall be elected annually at
the regular meeting of the Board of Directors held after the annual meeting of
the shareholders and shall hold office only so long as they are satisfactory to
the Board of Directors. Any two or more offices may be held by same person
except the offices of President and Secretary.

     Section 2. PRESIDENT. The President shall be the principal executive
officer of the Corporation to put into effect the decisions of the Board of
Directors. Subject to such decisions, the President shall supervise and control
the business and affairs of the Corporation. The President shall preside at
meetings of the shareholders and Directors. Subject to any specific assignments
of duties made by the Vermont Business Corporation Act, these Bylaws or the
Board of Directors, the Vice President, Secretary and Treasurer shall act under
the direction of the President.

     Section 3. VICE PRESIDENT. The Vice President shall perform the duties of
the President when the President is absent or unable to act.

     Section 4. TREASURER. The Treasurer shall have custody of the funds of the
Corporation and keep its financial records.

                                                                          Page 3


     Section 5. SECRETARY. The Secretary shall reside in the State of Vermont
and shall perform the following duties:

          (A) Record all votes and proceedings of the shareholders and the
     Directors;

          (B) Have the custody of the corporate seal and of the corporate
     records in the State of Vermont;

          (C) Keep a record book which shall always be available for the
     inspection and copying by the shareholders containing the names of the
     shareholders, their places of residence, the number of shares held by each,
     the time when they acquired the shares and the time of any transfers
     thereof;

          (D) Procure and file with the Vermont Secretary of State certified
     copies of all papers required by law to be filed with the Vermont Secretary
     of State except the annual report;

          (E) Make, at least ten (10) days before each meeting of shareholders,
     a complete list of the shareholders entitled to vote at the meeting or any
     adjournment thereof, arranged in alphabetical order, with the address of
     and the number of shares held by each, which list, for a period of ten
     (10) days prior to such meeting, shall be kept on file at the registered
     office of the Corporation and shall be subject to inspection by any
     shareholder at any time during usual business hours. The list shall also be
     produced and kept open at the time and place of the meeting and shall be
     subject to inspection by any shareholder during the whole time of the
     meeting.

     Section 6. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of that term.

     Section 7. ADDITIONAL OFFICERS. The Board of Directors may appoint such
additional officers as they shall deem necessary.

                                    ARTICLE V

                                     AGENCY

     The Board of Directors may authorize any officer or agent to enter into any
contract or to execute any instrument for the Corporation. Such authority may be
general or be confined to specific instances.

                                                                          Page 4


                                   ARTICLE VI

                        STOCK CERTIFICATES AND TRANSFERS

     Certificates representing shares of the Corporation shall be in such form
as the Board of Directors shall determine. Transfers of shares shall be made
only on the stock transfer books of the Corporation. The stock certificates
shall be signed by the President and Secretary of the Corporation. The common
stock of the Corporation shall not be transferred on the books of the
Corporation unless it is first offered to the other holders of the Corporation
of common stock in proportion to their holdings upon the following terms:

          (1) A shareholder desiring to sell his/her/it's stock shall first
     deposit his stock certificate, endorsed in blank, with the Secretary of the
     Corporation, together with a letter addressed to the Secretary setting
     forth the price at which he desires to sell.

          (2) The Secretary shall forthwith notify all other shareholders of
     record of the offer to sell by letter addressed and mailed to each such
     shareholder at the shareholder's address as it appears in the stock book of
     the Corporation. This letter shall state the total number of shares
     offered, the number thereof which each shareholder is entitled to purchase,
     which number shall be equal to his proportionate ownership of stock in the
     Corporation, and the price at which the seller desires to sell. The
     shareholder desiring to sell must offer all of his/her/it's shares of
     stock.

          (3) A shareholder desiring to purchase said stock shall within ten
     (10) days after the mailing of the notice to the shareholder by the
     Secretary either:

               (a) notify the Secretary in writing that the shareholder is
          buying the stock at the price asked and deliver to the Secretary in
          the seller's behalf the purchase price in cash or check satisfactory
          to the Secretary. The Secretary shall thereupon transfer an
          appropriate number of shares to the buyer's name and deliver the
          purchase price to the seller.

               (b) notify the Secretary in writing that the shareholder may
          purchase the stock at a price to be set by three appraisers to be
          selected as follows: one by the buyer, one by the seller, and one by
          the two so chosen.

          (4) If a shareholder proceeds under Paragraph (3) (b) of this section,
     the Secretary and the Treasurer of

                                                                          Page 5


     the Corporation shall make all corporate records available to such
     appraisers. The appraisers shall notify the Secretary of the valuation made
     by them. The Secretary shall forthwith notify the buyer and the seller by
     letter addressed and mailed to the addresses appearing in the corporate
     records. If within ten (10) days of the mailing of such notice, the buyer
     delivers to the Secretary in the seller's behalf the purchase price in cash
     or check satisfactory to the Secretary, the Secretary shall forthwith
     transfer an appropriate number of shares to the buyer's name and deliver
     the purchase price to the seller. A failure to make such deposit within the
     time specified will cancel all rights of the buyer to the stock.

          (5) If the remaining shareholders do not offer to purchase their
     proportionate share of the selling shareholder's shares, then the shares
     not so offered to be purchased shall be offered to the remaining
     shareholders proportionately. If any shares are still remaining for which
     there is no offer to purchase, then the shares shall be offered to the
     Corporation for redemption. The Corporation shall have thirty (30) days
     within which to purchase or not purchase the stock following the procedures
     set out in paragraph 3 above. It shall be the duty of the Secretary to
     return to the seller the certificate deposited with the Secretary by the
     seller if the shareholders and/or the Corporation do not comply with the
     provisions set forth above and do not offer to and actually purchase all of
     the selling shareholder's stock.

          (6) Except as provided in Subsection (5), an offer to sell shall be
     irrevocable.

          (7) A seller may dispose of stock returned to the seller by the
     Secretary under the provisions of Section (5) without first offering it to
     the other shareholders at any time within one year from such return but not
     at a price which is less than the price set pursuant to paragraph (1) or
     3(b) above. Stock held for more than one year after such return must be
     offered to other shareholders as provided in this Section.

          (8) Except as above provided in this Section, the delivery of a
     certificate of stock by the person named therein as the shareholder or by a
     person entrusted by the shareholder with its possession for any purpose to
     a bona fide purchaser or pledges for value with a written transfer thereof,
     or a written power of attorney to sell, signed by the person named as the
     shareholder in such certificates, shall be a sufficient delivery to
     transfer title as against all persons. Such a transfer shall not affect the
     right of the

                                                                          Page 6


     Corporation to pay dividends due upon the stock to the holder of record, or
     otherwise to treat the holder of record as the holder in fact, until said
     transfer has been duly recorded upon the books of the Corporation. A
     transferee upon delivery of the former certificate to the Secretary of the
     Corporation shall be entitled to receive a new certificate.

          (9) The transfer books of the Corporation shall be closed for a period
     of thirty (30) days next prior to the annual meeting of the Corporation and
     may be closed for such other reasonable period as may be specified from
     time to time by the Board of Directors. No transfer of shares shall be made
     during any such period.

          (10) The provisions of this Article shall be binding upon the
     administrators, executors, personal representatives, heirs, assigns and
     next of kin of the shareholders.

          (11) The stock certificates for their Corporation shall indicate that
     transfer of the names is restricted pursuant to these By-Laws.

                                   ARTICLE VII

              INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES

     (A)  This Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she is or was a Director, officer or employee of the Corporation
or is or was serving at the request of the Corporation as a Director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plead of nolo contendere of its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe that his or her conduct was
unlawful.

                                                                          Page 7


     (B)  This Corporation shall indemnify any person who was or is a party or
is treatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he or she is or was a Director, officer or employee
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his or
her duty to the Corporation unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper, despite the adjudication of liability but in view
of all circumstances of the case.

     (C)  To the extent that a Director, officer or employee of this Corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sub-sections (A) and (B) shall be made by the
Corporation unless the Directors who are not parties to such action or the
shareholders obtain a court order stating that the indemnification of the
Director, officer or employee is improper in the circumstances because he or she
has not met the applicable standards of conduct set forth in Subsections (A) and
(B).

     (D)  Expenses (including attorney's fees) incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized in the
manner provided in Subsection (C) upon receipt of an undertaking by or on
behalf of the Director, officer or employee to repay such amount unless it shall
ultimately be determined that he or she is entitled to be indemnified by the
Corporation as authorized in this Section.

     (E)  The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any other Bylaw, agreement vote of shareholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such a person.

     (F)  This Corporation may purchase and maintain directors and officers'
liability insurance on behalf of any person who is

                                                                          Page 8


or was a Director, officer or employee of the Corporation, or is or was serving
at the request of the Corporation as a Director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against such liability
under the provisions of this Section in an amount sufficient to cover any and
all costs borne directly or indirectly by any Director, officer or employee from
a tortuous act however groundless.

                                  ARTICLE VIII

                                   FISCAL YEAR

     The fiscal year of the Corporation shall begin on the first day of January
and end on the 31st day of December in each year.

                                   ARTICLE IX

                                 CORPORATE SEAL

     The Corporation shall have a special seal for its own use which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
the State of incorporation and the words "Corporate Seal".

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice is required to be given to any shareholder or Director
of the Corporation under the provisions of these Bylaws, under the provisions of
the Articles of Association, or under the provisions of the Vermont Business
Corporation Act, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time state therein, shall
be deemed equivalent to the giving of such notice, provided that such waiver of
notice is inserted in the Minutes Book.

                                   ARTICLE XI

                             ACTION WITHOUT MEETING

     Any action required or permitted to be taken by the Board of Directors or
the shareholders at a meeting may be taken without meeting if a consent in
writing, setting forth the action so

                                                                          Page 9


taken, shall be signed by all Directors or shareholders, as the case may be.

                                   ARTICLE XII

                                   AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted only by the shareholders at any regular or special meeting.

                                  ARTICLE XIII

                         EXECUTIVE AND OTHER COMMITTEES

     The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an executive committee
and one or more other committees each of which, except to the extent provided in
such resolution or in the Articles of Association or the Bylaws of the
Corporation, shall have and may exercise all of the authority of the Board of
Directors, but no such committee shall have the authority of the Board of
Directors in reference to amending the Articles of Association, adopting a plan
of merger or consolidation, recommending to the shareholders a sale, lease,
exchange, mortgage, pledge or other disposition of all or substantially all the
property and assets of the Corporation otherwise than in the usual and regular
course of its business, recommending to the shareholders a voluntary dissolution
of the Corporation or revocation thereof, or amending the Bylaws of the
Corporation.

     I hereby certify that the Bylaws hereinbefore set forth, consisting of 10
pages, are a true and accurate copy of the Bylaws as adopted by the
shareholders, officers and Directors of Sunderland Waste Management, Inc. on
July 11, 1990.
                                                               /s/ [ILLEGIBLE]
                                                             -------------------
                                                                  Secretary

                                                                         Page 10



                                                                   Exhibit 3.121

[SEAL]

                                 NORTH CAROLINA

                      DEPARTMENT OF THE SECRETARY OF STATE

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

     TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:

     I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of


                            ARTICLES OF INCORPORATION

                                       OF

                                U.S. FIBER, INC.


the original of which is now on file and a matter of record in this office.


[SEAL]

                                 IN WITNESS WHEREOF, I have hereunto
                                 set my hand and affixed my official seal at the
                                 City of Raleigh, this 17th day of May, 2002.

                                             /s/ Elaine F. Marshall

                                               SECRETARY OF STATE

Certification Number: 6132132-1         Page: 1 of 3       Ref.#  4846081
Verify this certificate online at www.secretary.state.nc.us/Verification.



                                                                 0-0426020
                                                                   FILED
                            ARTICLES OF INCORPORATION             9:25 AM
97 122 9006                                                      MAY 02 1997
                                       OF
                                                             EFFECTIVE _________
                                U.S. FIBER, INC.              ELAINE F MARSHALL
                                                             SECRETARY OF STATE
                                                               NORTH CAROLINA

     The undersigned, being a natural person of at least eighteen (18) years of
age, hereby makes and acknowledges these Articles of Incorporation for the
purpose of forming a business corporation under and by virtue of the laws of the
State of North Carolina, as set forth in Chapter 55 of the North Carolina
General Statutes, entitled the "North Carolina Business Corporations Act."

                                    ARTICLE I
                                      NAME

     The name of the corporation is U.S. Fiber, Inc.

                                   ARTICLE II
                                      STOCK

     The aggregate number of shares which the corporation shall have the
authority to issue is one thousand (1,000) shares of a single class of common
capital stock having a par value of one cent ($.01) per share.

                                   ARTICLE III
                     REGISTERED OFFICE AND REGISTERED AGENT

     The street address and mailing address of the corporation's registered
office, which is located in Mecklenburg County, North Carolina, is: 2101 Rexford
Road, Suite 236-E, Charlotte, North Carolina 28211. The name of the registered
agent who is located at the registered street address and mailing address of the
corporation is Berryman L. Bourne.

                                   ARTICLE IV
                                     PURPOSE

     The purpose for which the corporation is formed is to engage in any lawful
activity.

                                    ARTICLE V
                                  INCORPORATOR

     The incorporator is Berryman L. Bourne, whose address is: 2101 Rexford
Road, Suite 236-E, Charlotte, North Carolina 28211 (Mecklenburg County).

Certificate Number: 6132132-1      Page: 2 of 3



                                   ARTICLE VI
                           INITIAL BOARD OF DIRECTORS

     The number of directors constituting the initial board of directors shall
be one (1); and the name and address of the persons who are to serve as
directors until the first meeting of shareholders, or until their successors are
elected and qualified are:

     NAME                          ADDRESS
     ----                          -------

     Paul A. Garrett               2101 Rexford Road
                                   Suite 236-E
                                   Mecklenburg County
                                   Charlotte, NC 28211

                                   ARTICLE VII
                  LIMITATION OF PERSONAL LIABILITY OF DIRECTORS

     A director of the corporation shall not be personally liable to the
corporation or any of its shareholders for monetary damages arising from any
breach of duty as a director, except for liability with respect to (i) any act
or omission that the director at the time of such act or omission knew or
believed was clearly in conflict with the best interest of the corporation, (ii)
any liability under N.C. Gen. Stat. Section 55-8-33, or (iii) any transaction
from which the director derived an improper personal benefit.

                                  ARTICLE VIII
                                 EFFECTIVE DATE

     These Articles of Incorporation shall be effective upon filing in the
office of the North Carolina Secretary of State.

     This the 30th day of APRIL, 1997.


                                                          /s/ Berryman L. Bourne
                                                          ----------------------
                                                          Berryman L. Bourne,
                                                          Incorporator
                                        2

Certificate Number: 6132132-1      Page: 3 of 3



[SEAL]

                                 NORTH CAROLINA

                      DEPARTMENT OF THE SECRETARY OF STATE

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

     TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:

     I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of


                               ARTICLES OF MERGER

                                       OF

                                U.S. FIBER, INC.

the original of which is now on file and a matter of record in this office.


[SEAL]

                                 IN WITNESS WHEREOF, I have hereunto
                                 set my hand and affixed my official seal at the
                                 City of Raleigh, this 17th day of May, 2002.


                                             /s/ Elaine F. Marshall
                                               SECRETARY OF STATE

Certification Number: 6132133-1      Page: 1 of 9     Ref.# 4846081
Verify this certificate online at www.secretary.state.nc.us/Verification.



                                                                 0-0426020
                                                                   FILED
                               ARTICLES OF MERGER                  3:10 PM
97 128 9038                            OF                        MAY 08 1997
                             SUNCOAST MFG. CO., N.C.
                                 WITH AND INTO                 EFFECTIVE _______
                                U.S. FIBER, INC.               ELAINE F MARSHALL
                                                              SECRETARY OF STATE
                                                                NORTH CAROLINA
                                   ----------

     These Articles of Merger are made between U.S. FIBER, INC. a North Carolina
corporation (the "Surviving Corporation"), and SUNCOAST MFG. CO., N.C., a
Florida corporation (the "Merging Corporation"), and submitted to the North
Carolina Secretary of State and the Department of the State of Florida by each
of the companies participating in the merger.

     Pursuant to Article 11 of Chapter 55 of the North Carolina General Statutes
and Section 607.1105 of the Florida Business Corporation Act, the Merging
Corporation and the Surviving Corporation adopt the following Articles of Merger
for the purpose of merging the Merging Corporation with and into the Surviving
Corporation, which shall be the surviving corporation.

     1.   The Plan of Merger, dated the 7th day of May, 1997, a copy of which is
attached hereto as "Exhibit A" and incorporated herein, was unanimously
approved and adopted by the respective stockholders of the Merging Corporation
and the Surviving Corporation on that date.

     2.   Pursuant to the Plan and Agreement of Merger, all issued and
outstanding shares of Merging Corporation's stock will be exchanged for common
stock of Surviving Corporation's parent, FCR, INC., a Delaware corporation (the
"Parent Corporation"), as provided therein.

     3.   The effective date of the merger shall be the date of filing of these
Articles of Merger with the Secretary of State of North Carolina.

     4.   Upon the merger becoming effective, the Surviving Corporation shall be
deemed (i) to appoint the Secretary of State of Florida as its agent for service
of process in the State of Florida in a proceeding to enforce any obligation or
the rights of dissenting shareholders of Merging Corporation, and (ii) to agree
that it will promptly pay to the dissenting shareholders of the Merging
Corporation the amount, if any, to which they are entitled under section
607.1302 of the Florida Business Corporation Act.

     IN WITNESS WHEREOF, the parties have executed these Articles of Merger this
7th day of May, 1997.

                                       U.S. FIBER, INC., a North Carolina
                                       corporation


                                       By: /s/ Paul A. Garrett
                                           -------------------
                                           Paul A. Garrett,
                                           President

Certificate Number: 6132133-1      Page: 2 of 9



                                       SUNCOAST MFG. CO., N.C., a Florida
                                       corporation


                                       By: /s/ Alfred J. Vincelli, Sr. President
                                           -------------------------------------
                                           Alfred J. Vincelli, Sr.,
                                           President

STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG

     The foregoing instrument was acknowledged, sworn to and subscribed before
me this 7th day of May, 1997, by Paul A. Garrett, as President of U.S. Fiber,
Inc., a North Carolina corporation and a wholly owned subsidiary of FCR, Inc., a
Delaware corporation, on behalf of the corporation. He is personally known to me
and did take an oath.


                                              NOTARY PUBLIC:

                                              /s/ Kimberly R. Paris
                                              ---------------------
                                              Name: Kimberly R. Paris

                                              STATE OF NC (SEAL)
                                              My Commission Expires:
                                              November 17, 1999


STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG

     The foregoing instrument was acknowledged, sworn to and subscribed before
me this 7th day of May, 1997, by Alfred J. Vincelli, Sr., as President of
Suncoast Mfg. Co., N.C., a Florida corporation, on behalf of the corporation. He
is personally known to me and did take an oath.


                                              NOTARY PUBLIC:

                                              /s/ Kimberly R. Paris
                                              ---------------------
                                              Name: Kimberly R. Paris


                                              STATE OF NC (SEAL)
                                              My Commission Expires:
                                              November 17, 1999

                                        2

Certificate Number: 6132133-1      Page: 3 of 9



                                 PLAN OF MERGER
                                       OF
                             SUNCOAST MFG. CO., N.C.
                                  WITH AND INTO
                                U.S. FIBER, INC.

                                   ----------

     This Plan of Merger is entered into on May 7, 1997, by SUNCOAST MFG. CO.,
N.C., a Florida corporation (the "Merging Corporation"), U.S. FIBER, INC., a
North Carolina corporation (the "Surviving Corporation"), and FCR, INC., a
Delaware corporation (the "Parent Corporation").

                                   BACKGROUND

     The Surviving Corporation is a business corporation of the State of North
Carolina with its principal office therein located at 2101 Rexford Road, Suite
236-E, Charlotte, North Carolina 28211, and is a wholly-owned subsidiary of the
Parent Corporation.

     The Merging Corporation is a business corporation of the State of Florida
with its principal office therein located at 905 E. MLK, Jr. Dr., Suite 400,
Tarpon Springs, Florida 34689.

     The Parent Corporation is a business corporation of the State of Delaware
with its principal office located at 2101 Rexford Road, Suite 236-E, Charlotte,
North Carolina 28211.

     The Merging Corporation and the Surviving Corporation and their respective
Boards of Director deem it advisable and in the best interests of the two
corporations and their respective stockholders to merge (the "Merger") the
Merging Corporation with and into the Surviving Corporation pursuant to the
provisions of the Business Corporation Act of the State of Florida and North
Carolina Business Corporation Act.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties, this Plan of Merger being duly entered into by the
Merging Corporation and the Surviving Corporation, the parties hereto agree as
follows:

     Section 1.     EFFECTIVE DATE.

     The effective date (the "Effective Date") of the Merger shall be the date
of filing of the Articles of Merger in both the Department of State of Florida
and the Secretary of State of North Carolina, in accordance with the applicable
corporation laws of the States of North Carolina and Florida.

Certificate Number: 6132133-1      Page: 4 of 9



     Section 2.     ADOPTION OF PLAN OF MERGER.

     The shareholders and directors of the Merging Corporation unanimously
adopted and approved this Plan of Merger on May 7, 1997. The shareholder and
directors of the Surviving Corporation unanimously adopted and approved this
Plan of Merger on May 7, 1997. The directors of Parent Corporation unanimously
adopted and approved this Plan of Merger on May 7, 1997.

     Section 3.     PLAN OF MERGER.

     3.1    In accordance with the provisions of the Stock Purchase Agreement
and Plan and Agreement of Merger among the Parent Corporation, the Merging
Corporation, the Surviving Corporation, and Albert J. Vincelli, Sr., for the
purchase of stock of Suncoast Insulation Mfg. Co. and merger of the Merging
Corporation with and into the Surviving Corporation (the "Stock Purchase
Agreement") and the corporation laws of the States of North Carolina and
Florida, at the Effective Date, the Merging Corporation shall be merged with and
into the Surviving Corporation, and the Surviving Corporation, as the surviving
corporation in the Merger, (a) shall be a wholly owned subsidiary of the Parent
Corporation, (b) shall continue its corporate existence under the laws of the
State of North Carolina, and (c) shall succeed to all rights, assets,
liabilities, and obligations of the Merging Corporation and the Surviving
Corporation. The separate corporate existence of the Merging Corporation shall
terminate at the Effective Date.

     3.2    At the Effective Date, the current Articles of Incorporation of the
Surviving Corporation, as in effect immediately prior to the Effective Date,
shall be the Articles of Incorporation of the Surviving Corporation after the
Effective Date, and thereafter may be amended in accordance with its terms and
as provided by applicable law.

     3.3    At the Effective Date, the current Bylaws of the Surviving
Corporation, as in effect immediately prior to the Effective Date, shall be the
Bylaws of the Surviving Corporation, and thereafter may be amended in accordance
with their terms and as provided by applicable law.

     3.4    Until the election and qualification of their successors, the
current members of the Board of Directors of the Surviving Corporation shall be
the Board of Directors of the Surviving Corporation in office on the Effective
Date, and the current officers of the Surviving Corporation shall be the
officers of the Surviving Corporation on the Effective Date.

     3.5    At the Effective Date, all of the issued and outstanding shares of
stock of the Merging Corporation owned by the shareholder(s) of the Merging
Corporation on the Effective Date shall, by virtue of the Merger, and without
any action on the part the holders thereof, be converted into an aggregate of
(1) Three Hundred Fifty Thousand (350,000) shares of the Parent corporation's
common stock (the "Initial Stock"), (2) Two Million dollars ($2,000,000) in cash
paid by the Parent corporation by wire transfer, and (3) the right to receive
from the Parent Corporation any additional consideration which may become due
under Section 4 below.

                                        2

Certificate Number: 6132133-1      Page: 5 of 9



     3.6    At the Effective Date, the outstanding shares of the Surviving
Corporation will not be converted, exchanged or altered in any manner as a
result of the Merger and will remain outstanding as shares of the Surviving
Corporation.

     3.7    Simultaneously with the issuance of the Initial Stock and payment of
the cash consideration as set forth in Section 3.5 above, each holder of an
outstanding certificate or certificates theretofore representing shares of the
capital stock of the Merging Corporation shall surrender the same to the Parent
corporation and shall receive in exchange a certificate or certificates
representing such holder's pro rata share of the Initial Stock.

     3.8    The parties agree that the value of each share of the capital stock
of the Merging Corporation on the Effective Date is $11,000.00 per share, which
amount is subject to adjustment pursuant to Section 4 below. The parties further
agree that the value of each share of common stock of the Parent Corporation on
the Effective Date is $10.00 per share. The number of issued and outstanding
shares of capital stock of the Merging Corporation on the Effective Date shall
be 500 shares.

     Section 4.     ADDITIONAL CONTINGENT MERGER CONSIDERATION.

     4.1    As additional consideration pursuant to the Merger, the
shareholder(s) of the Merging Corporation shall be entitled to 50,000 shares of
the Parent Corporation's common stock (said 50,000 shares being subject to
proportionate and equitable adjustment in the event of any stock split, stock
dividend, combination or similar recapitalization affecting the Parent
Corporation's common stock) in the event the EBIT (as defined below) of the
Surviving Corporation and Suncoast Insulation Mfg. Co., a Florida corporation
("Suncoast Florida"), for the period of May 1, 1997 through April 30, 1998
("1997 EBIT") exceeds $2,250,000 (the "1997 N.C. Earn-Out"), plus an additional
50,000 shares of the Parent Corporation's common stock (subject to proportionate
and equitable adjustment as set forth above) in the event the Surviving
Corporation and Suncoast Florida's EBIT (as defined below) for the period May 1,
1998 through April 30, 1999 ("1998 EBIT") exceeds $2,750,000 (the "1998 N.C.
Earn-Out" and, together with the 1997 N.C. Earn-Out, the "N.C. Earn-Out");
provided, however, that if the 1997 EBIT is less than $2,250,000 or the 1998
EBIT is less than $2,750,000, but the average of the 1997 EBIT and the 1998 EBIT
exceeds $2,500,000, then the North Carolina Earn-Out shall be considered full
earned.

     "EBIT" shall be the consolidated earnings of the Surviving Corporation and
Suncoast Florida before payment or accrual of interest in federal, state and
local income taxes, and as adjusted in accordance with the provisions of
Schedule 2 of the Stock Purchase Agreement, determined (except as provided in
said Schedule 2) in accordance with generally accepted accounting principals
consistently applied.

     If earned, the 1997 N.C. Earn-Out and the 1998 N.C. Earn-Out shall be paid
as follows:

                                        3

Certificate Number: 6132133-1      Page: 6 of 9



     (i)    The Parent Corporation's common stock representing the 1997 N.C.
            Earn-Out shall be issued by the Parent Corporation to the
            shareholder(s) of the Merging Corporation, effective on July 1,
            1998; provided, however, that so long as there is not then
            existing an Event of Default as defined in the Credit Agreement
            among LaSalle National Bank, the Parent Corporation and its
            Subsidiaries (an "Event of Default"), and so long as no Event of
            Default would result from the Parent Corporation's compliance with
            such election: (1) in lieu of such issuance of stock, said
            shareholder(s) of the Surviving Corporation may, by written notice
            to the Parent Corporation delivered before July 1, 1998, elect to
            receive a promissory note from the Parent Corporation, in the form
            attached as Schedule 2.6 to the Stock Purchase Agreement, providing
            for payment of $500,000 from the Parent Corporation in twenty-four
            (24) successive equal monthly installments of principal, plus
            accrued interest at eight percent (8%) per annum, beginning on July
            31, 1998 and continuing on the last day of each month thereafter
            through and including June 30, 2000 (provided, however, that the
            Parent Corporation may prepay such principal amount at any time
            without penalty or premium), and (2) in lieu of such issuance of
            stock, and notwithstanding any election by said shareholder(s) of
            the Surviving Corporation under Clause (1) of this subsection
            4.1(i), the Parent Corporation may, by written notice to said
            shareholder(s) delivered on or before July 31, 1998, elect to pay
            said shareholder(s) $500,000 in cash before July 31, 1998, together
            with interest thereon from July 1, 1998 until the date of payment;
            and

     (ii)   The Parent Corporation's common stock representing the 1998 N.C.
            Earn-Out shall be issued to the shareholder(s) of the Merging
            Corporation, effective on July 1, 1999; provided, however, that so
            long as there is not then existing an Event of Default, and so long
            as no Event of Default would result from the Parent Corporation's
            compliance with such election: (1) in lieu of such issuance of
            stock, said shareholder(s) of the Surviving Corporation may, by
            written notice to the Parent Corporation delivered before July l,
            1999, elect to receive a promissory note from the Parent Corporation
            in, the form attached as Schedule 2.6 to the Stock Purchase
            Agreement, providing for payment of $500,000 from the Parent
            Corporation in twenty-four (24) successive equal monthly
            installments of principal, plus accrued interest at eight percent
            (8%) per annum, beginning on July 31, 1999 and continuing on the
            last day of each month thereafter through and including June 30,
            2001 (provided, however, that Purchaser may prepay such principal
            amount at any time without penalty or premium), and (2) in lieu of
            such issuance of stock, and notwithstanding any election by said
            shareholder(s) of the Surviving Corporation under Clause (1) of this
            subsection 4.1(ii), the Parent Corporation may, by written notice to
            said shareholder(s) delivered on or before July 31, 1999, elect to
            pay said shareholder(s) $500,000 in cash before

                                        4

Certificate Number :6132133-1      Page: 7 of 9



            July 31, 1999, together with interest thereon from July 1, 1999
            until the date of payment; and

     (iii)  In the event the 1997 EBIT was not sufficient to earn the 1997 N.C.
            Earn-Out, but the 1997 N.C. Earn-Out subsequently is earned because
            the average of 1997 EBIT and 1998 EBIT exceeds $2,500,000, then the
            foregoing provisions regarding payment of the 1998 N.C. Earn-Out,
            and all elections relating thereto, shall apply to the 1997 N.C.
            Earn-Out, so that all such payments, elections, and accruals of
            interest with respect to the 1997 Earn-Out shall be made as of the
            dates and within the time periods set forth in Section 4.1(ii) above
            for the 1998 N.C. Earn-Out.

     4.2    Notwithstanding the foregoing provisions of this Section 4, in the
event (i) the Parent Company executes an agreement with an underwriter on or
prior to April 30, 1998 in connection with a contemplated initial public
offering of the Parent Company's common stock, and the initial public offering
contemplated by that agreement is subsequently, (either before or after April
30, 1998) consummated (whether or not with the same underwriter), the N.C
Earn-Out shall be considered fully earned, or (ii) the Parent Corporation
executes an agreement with an underwriter on or prior to April 30, 1999 in
connection with the contemplated initial public offering of the Parent
Corporation's common stock, and the initial public offering contemplated by that
agreement is subsequently (either before or after April 30, 1999) consummated
(whether or not with the same underwriter), the 1998 N.C. Earn-Out shall be
considered fully earned. The 1997 N.C. Earn-Out and/or 1998 N.C. Earn-Out (as
applicable) shall be issued (subject to any election described under clause (i)
or (ii) of Section 4.1), by the Parent Company within five (5) business days
following the consummation of the initial public offering, which shall be
considered for purposes of this Section 4 to be the date on which the
registration statement relating to such offering becomes effective.

     Section 5.     FURTHER ASSURANCES.

     If, at any time after the Effective Date, the Surviving Corporation shall
consider or be advised that any further assignments, or assurances in law or any
other things, are necessary or desirable to vest, perfect, or confirm of record
or otherwise, in the Surviving Corporation, the title to any property, right,
privilege, power, immunity, purpose or franchise of the Merging Corporation
acquired or to be acquired by reason of, or as a result of the Merger, the
Merging Corporation and its proper officers and directors shall and will execute
and deliver all such proper deeds, assignments and assurances in law and do all
things necessary and proper to vest, perfect or confirm title to the same in the
Surviving Corporation and otherwise to carry out the intent and purposes of
these Articles and Plan of Merger, and the proper officers and directors of the
Surviving Corporation or the Merging Corporation, as the case may be, whether
past or remaining in office, are fully authorized in the name of the Merging
Corporation or otherwise to take any and all such action.

                                        5

Certificate Number: 6132133-1      Page: 8 of 9



     Section 6.     CONSTRUCTION.

     This Plan of Merger shall be interpreted without regard to any presumption
or rule requiring construction against the party causing this Plan of Merger to
be drafted,

     IN WITNESS WHEREOF, each of the parties hereto has caused this Plan of
Merger to be duly executed and delivered as of the date and year first above
written.

                                       U.S. FIBER, INC., A North Carolina
                                       corporation


                                       By:/s/ Paul A. Garrett
                                          -------------------
                                        Paul A. Garrett.,
                                        President


                                       FCR, INC., a Delaware corporation


                                       By:/s/ Paul A. Garrett
                                          -------------------
                                        Paul A. Garrett,
                                        Chief Executive Officer


                                       SUNCOAST MFG. CO., N.C., a Florida
                                       corporation


                                       By:/s/ Alfred J. Vincelli Sr President
                                          -----------------------------------
                                        Alfred J. Vincelli Sr.,
                                        President

                                        6

Certificate Number 6132133-1       Page: 9 of 9



[SEAL]

                                 NORTH CAROLINA

                      DEPARTMENT OF THE SECRETARY OF STATE

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

     TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:

     I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of

                               ARTICLES OF MERGER

                                       OF

                                U.S. FIBER, INC.

the original of which is now on file and a matter of record in this office.


[SEAL]

                                IN WITNESS WHEREOF, I have hereunto
                                set my hand and affixed my official seal at the
                                City of Raleigh, this 17th day of May, 2002.

                                         /s/ Elaine F. Marshall
                                           SECRETARY OF STATE

Certification Number: 6132134-1    Page: 1 of 7    Ref.# 4848081
Verify this certificate online at www.secretary.state.nc.us/Verification.



                                                                 0-0426020
                                                                   FILED
                                                                  2:56 PM
                                                                JUN 26 1997
                               ARTICLES OF MERGER
97 177 9039                            OF                 EFFECTIVE JUN 30, 1997
                          SUNCOAST INSULATION MFG. CO.           11:55-59
                                  WITH AND INTO             ELAINE F MARSHALL
                                U.S. FIBER, INC.            SECRETARY OF STATE
                                                              NORTH CAROLINA
                                   ----------

     These Articles of Merger are made between U.S. FIBER, INC. a North Carolina
corporation (the "Surviving Corporation"), and SUNCOAST INSULATION MFG. CO., a
Florida corporation (the "Merging Corporation"), and submitted to the North
Carolina Secretary of State and the Department of the State of Florida by each
of the companies participating in the merger.

     Pursuant to Article 11 of Chapter 55 of the North Carolina General Statutes
and Section 607.1105 of the Florida Business Corporation Act, the Merging
Corporation and the Surviving Corporation adopt the following Articles of Merger
for the purpose of merging the Merging Corporation with and into the Surviving
Corporation, which shall be the surviving corporation.

     1.     The Plan of Merger, dated the 23 day of June, 1997, a copy of which
is attached hereto as "Exhibit A" and incorporated herein, was unanimously
approved and adopted by the respective stockholders of the Merging Corporation
and the Surviving Corporation on that date.

     2.     Pursuant to the Plan of Merger, all issued and outstanding shares of
Merging Corporation's stock will be dissolved as provided therein.

     3.     The effective date of the merger shall be June 30, 1997.

     4.     Upon the merger becoming effective, the Surviving Corporation shall
be deemed (i) to appoint the Secretary of State of Florida as its agent for
service of process in the State of Florida in a proceeding to enforce any
obligation or the rights of dissenting shareholders of Merging Corporation, and
(ii) to agree that it will promptly pay to the dissenting shareholders of the
Merging Corporation the amount, if any, to which they are entitled under section
607.1302 of the Florida Business Corporation Act.

     5.     This merger is permitted under the laws of North Carolina and
Florida, and the parties have complied with the applicable laws of both the
states in effecting the merger.

     IN WITNESS WHEREOF, the parties have executed these Articles of Merger
this 23rd day of June, 1997.

                                       U.S. FIBER, INC., a North Carolina
                                       corporation


                                       By: /s/ Alfred J. Vincelli, Sr. President
                                           -------------------------------------
                                         Alfred J. Vincelli, Sr.,
                                         President

Certificate Number: 6132134-1      Page: 2 of 7



                                       SUNCOAST INSULATION MFG. CO., a Florida
                                       corporation


                                       By: /s/ Alfred J. Vincelli, Sr. President
                                           -------------------------------------
                                           Alfred J. Vincelli, Sr.,
                                           President

STATE OF FLORIDA
COUNTY OF PINELLAS

     The foregoing instrument was acknowledged, sworn to and subscribed before
me this __ day of June, 1997, by Alfred J. Vincelli, Sr., as President of U.S.
Fiber, Inc., a North Carolina corporation and a wholly owned subsidiary of FCR,
Inc., a Delaware corporation, on behalf of the corporation. He is personally
known to me and did take an oath.

             Harriet Kay Pelley               NOTARY PUBLIC:
      Notary Public, State of Florida
     My Comm. expires January 26, 1998        /s/ Harriet K. Pelley
            Comm. No. CC 344525               ---------------------------
                                              Name: HARRIET K. PELLEY

                                              STATE OF FLORIDA (SEAL)
                                              My Commission Expires:

STATE OF FLORIDA
COUNTY OF PINELLAS

     The foregoing instrument was acknowledged, sworn to and subscribed before
me this __day of June, 1997, by Alfred J. Vincelli, Sr., as President of
Suncoast Insulation Mfg. Co., a Florida corporation, on behalf of the
corporation. He is personally known to me and did take an oath.


            Harriet Kay Pelley                NOTARY PUBLIC:
     Notary Public, State of Florida
    My Comm. expires January 26, 1998         /s/ Harriet K. Pelley
           Comm. No. CC 344525                --------------------
                                              Name: HARRIET K. PELLEY

                                              STATE OF FLORIDA (SEAL)
                                              My Commission Expires:

                                        2

Certificate Number: 6132134-1       Page: 3 of 7



                                 PLAN OF MERGER
                                       OF
                          SUNCOAST INSULATION MFG. CO.
                                  WITH AND INTO
                                U.S. FIBER, INC.

                                   ----------

     This Plan of Merger is entered into on June 23, 1997, by SUNCOAST
INSULATLON MFG. CO., a Florida corporation (the "Merging Corporation") and U.S.
FIBER, INC., a North Carolina corporation (the "Surviving Corporation").

                                   BACKGROUND

     The Surviving Corporation is a business corporation of the State of North
Carolina with its principal office therein located at 2101 Rexford Road, Suite
236-E, Charlotte, North Carolina 28211, and is a wholly-owned subsidiary of the
Parent Corporation.

     The Merging Corporation is a business corporation of the State of Florida
with its principal office therein located at 905 E. MLK, Jr. Dr., Suite 400,
Tarpon Springs, Florida 34689.

     Both the Surviving Corporation and the Merging Corporation are wholly owned
Subsidiaries of FCR, Inc., a North Carolina corporation.

     The Merging Corporation and the Surviving Corporation and their respective
Boards of Directors deem it advisable and in the best interests of the two
corporations and their respective stockholders to merge (the "Merger") the
Merging Corporation with and into the Surviving Corporation pursuant to the
provisions of the Business Corporation Act of the State of Florida and North
Carolina Business Corporation Act.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties, this Plan of Merger being duly entered into by the
Merging Corporation and the Surviving Corporation, the parties hereto agree as
follows:

     Section 1.     EFFECTIVE DATE.

     The effective date (the "Effective Date") of the Merger shall be June 30,
1997.

Certificate Number: 6132134-1      Page: 4 of 7



     Section 2.     ADOPTION OF PLAN OF MERGER.

     The sole shareholder and directors of the Merging Corporation unanimously
adopted and approved this Plan of Merger on June 23, 1997. The sole shareholder
and directors of the Surviving Corporation unanimously adopted and approved this
Plan of Merger on June 23, 1997.

     Section 3.     PLAN OF MERGER.

     3.1    In accordance with the corporation laws of the States of North
Carolina and Florida, at the Effective Date, the Merging Corporation shall be
merged with and into the Surviving Corporation, and the Surviving Corporation,
as the surviving corporation in the Merger, (a) shall continue its corporate
existence under the laws of the State of North Carolina, and (b) shall succeed
to all rights, assets, liabilities, and obligations of the Merging Corporation
and the Surviving Corporation. The separate corporate existence of the Merging
Corporation shall terminate at the Effective Date.

     3.2    At the Effective Date, the current Articles of Incorporation of the
Surviving Corporation, as in effect immediately prior to the Effective Date,
shall be the Articles of Incorporation of the Surviving Corporation after the
Effective Date, and thereafter may be amended in accordance with its terms and
as provided by applicable law.

     3.3    At the Effective Date, the current Bylaws of the Surviving
Corporation, as in effect immediately prior to the Effective Date, shall be the
Bylaws of the Surviving Corporation, and thereafter may be amended in accordance
with their terms and as provided by applicable law.

     3.4    Until the election and qualification of their successors, the
current members of the Board of Directors of the Surviving Corporation shall be
the Board of Directors of the Surviving Corporation in office on the Effective
Date, and the current officers of the Surviving Corporation shall be the
officers of the Surviving Corporation on the Effective Date.

     3.5    At the Effective Date, all of the issued and outstanding shares of
stock of the Merging Corporation, currently owned by the Parent Corporation,
shall be dissolved and all stock certificates representing ownership of said
shares shall be marked as "canceled."

     3.6    At the Effective Date, the outstanding shares of the Surviving
Corporation will not be issued, sold, converted, exchanged or altered in any
manner as a result of the Merger and will remain outstanding as shares of the
Surviving Corporation.

     3.7    The Merger is permitted by the laws of North Carolina and Florida,
and the parties hereto have complied with the laws of both states in effecting
the Merger.

     Section 4.     QUALIFICATION.

                                        2

Certificate Number: 6132134-1      Page: 5 of 7



     Upon the filing of the Articles and Plan of Merger, the Surviving
Corporation shall be authorized to do business in the State of Florida.

     Section 5.     FURTHER ASSURANCES.

     If, at any time after the Effective Date, the Surviving Corporation shall
consider or be advised that any further assignments, or assurances in law or any
other things, are necessary or desirable to vest, perfect, or confirm of record
or otherwise, in the Surviving Corporation, the title to any property, right,
privilege, power, immunity, purpose or franchise of the Merging Corporation
acquired or to be acquired by reason of, or as a result of the Merger, the
Merging Corporation and its proper officers and directors shall and will execute
and deliver all such proper deeds, assignments and assurances in law and do all
things necessary and proper to vest, perfect or confirm title to the same in the
Surviving Corporation and otherwise to carry out the intent and purposes of
these Articles and Plan of Merger, and the proper officers and directors of the
Surviving Corporation or the Merging Corporation, as the case may be, whether
past or remaining in office, are fully authorized in the name of the Merging
Corporation or otherwise to take any and all such action.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Plan of
Merger to be duly executed and delivered as of the date and year first above
written.

                                       U.S. FIBER, INC., a North Carolina
                                       corporation


                                       By: /s/ Alfred J. Vincelli, Sr. President
                                           ------------------------------------
                                         Alfred J. Vincelli, Sr.,
                                         President


                                       SUNCOAST INSULATION  MFG. CO., a Florida
                                       corporation


                                       By: /s/ Alfred J. Vincelli, Sr. President
                                           ------------------------------------
                                         Alfred J. Vincelli, Sr.,
                                         President

                                        3

Certificate Number. 6132134-1      Page: 6 of 7



            CERTIFICATE OF SECRETARY OF SUNCOAST INSULATION MFG. CO.

     The undersigned, being the Secretary of SUNCOAST INSULATION MFG. CO., does
hereby certify that the foregoing Plan of Merger was submitted to the
stockholders entitled to vote of the corporation at a special meeting thereof
for the purpose of acting on the Plan of Merger. All of the stockholders of the
corporation waived, in a writing signed by them, notice of the time, place, and
purpose of the meeting, including the lapse of the 20-day period of time
otherwise required. At the meeting, the Plan of Merger was considered by the
stockholders entitled to vote and, a vote having been taken for the adoption or
rejection by them of the Plan of Merger, the stockholders unanimously voted for
the adoption of the Plan of Merger.

     Dated: June 23, 1997.


                                                    /s/ [ILLEGIBLE]
                                       -----------------------------------------
                                       Secretary of SUNCOAST INSULATION MFG. CO.

VINCELLI/FLPLANMGR

                                        4

Certificate Number: 6132134-1      Page: 7 of 7



[SEAL]

                                 NORTH CAROLINA

                      DEPARTMENT OF THE SECRETARY OF STATE

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

     TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:

     I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of

                               ARTICLES OF MERGER

                                       OF

                                U.S. FIBER, INC.

the original of which is now on file and a matter of record in this office.


[SEAL]

                                 IN WITNESS WHEREOF, I have hereunto
                                 set my hand and affixed my official seal at the
                                 City of Raleigh, this 17th day of May, 2002.

                                          /s/ Elaine F. Marshall
                                            SECRETARY OF STATE


Certification Number: 6132135-1    Page: 1 of 7   Ref.#  4846081
Verify this certificate online at www.secretary.state.nc.us/Verification.



                                                                0-0426020
                                                                  FILED
                                                                 2:20 PM
                               ARTICLES OF MERGER               DEC 02 1997
97 336 9023                            OF
                              T. J. MILLER RESEARCH        EFFECTIVE 11:59:59 PM
                              AND TECHNOLOGY, INC.      ELAINE F MARSHALL 12-3-9
                                  WITH AND INTO            SECRETARY OF STATE
                                U.S. FIBER, INC.             NORTH CAROLINA

     These Articles of Merger are made and entered into between U.S. FIBER,
INC., a North Carolina corporation (the "Surviving Corporation"), and T. J.
MILLER RESEARCH AND TECHNOLOGY, INC., an Ohio corporation (the "Merging
Corporation"), and submitted to the North Carolina Secretary of State and the
Ohio Secretary of State by each of the companies participating in the merger.

     Pursuant to Article 11 of Chapter 55 of the North Carolina General Statutes
and Section 1701 of the General Corporation Laws of Ohio, the Merging
Corporation and the Surviving Corporation hereby adopt the following Articles of
Merger for the purpose of merging the Merging Corporation with and into the
Surviving Corporation, which shall be the Surviving Corporation.

     1.     The Plan and Agreement of Merger, dated the 1st day of December,
1997, a copy of which is attached hereto as "Exhibit A" and incorporated herein
by reference, was unanimously approved and adopted by the respective
stockholders of the Merging Corporation and the Surviving Corporation on that
date.

     2.     Pursuant to the Plan of Merger, all issued in outstanding shares of
the Merging Corporation's stock will be exchanged for common stock of Surviving
Corporation's parent, FCR, INC., a Delaware corporation (the "Parent
Corporation"), as provided therein. At that time, the Merging Corporation will
be merged with and into the Surviving Corporation.

     3.     The effective date of the merger shall be December 3, 1997.

     4.     The principal office of the Surviving Corporation shall be located
at 2101 Rexford Road, Suite 236-E, Charlotte, North Carolina 28211, upon the
effectiveness of the Merger. Any request for a copy of the Plan of Merger may be
requested from the Surviving Corporation at its principal office.

     5.     The merger outlined in these Articles of Merger and the attached
Plan of Merger is authorized under the North Carolina General Statutes and the
General Corporation Laws of Ohio, and the Surviving Corporation and Merging
Corporation have complied with the applicable laws of North Carolina and Ohio
regarding the merger.

     6.     The Presidents of the Surviving Corporation and the Merging
Corporation, respectively, are each authorized to execute these Articles of
Merger on behalf of their respective companies.

     7.     Pursuant to Section 1701.79 (B)(6) of the General Corporation Law of
Ohio, the Surviving

Certificate Number: 6132135-1      Page: 2 of 7



Corporation hereby consents to be sued and served with process in the State of
Ohio, and the Surviving Corporation irrevocably appoints the Secretary of State
of Ohio as its agent to accept service of process in any proceeding in Ohio to
enforce against the Surviving Corporation any obligation of the Merging
Corporation or to enforce the rights of a dissenting shareholder of the Merging
Corporation or any constituent corporation of the Merging Corporation.

     8.     Upon the effectiveness of the Merger, the Surviving Corporation
desires to qualify to transact business as a foreign corporation in the State of
Ohio. The statutory agent for the Surviving Corporation upon whom any service of
process, notice or demand may be served, and the address of such statutory agent
is as follows: Thomas J. Miller, 8338 Little Auglaze River Road, Delphos Van
Wert County, Ohio 45833.

     9.     The name of the Surviving Corporation's registered agent in the
State of North Carolina is Berryman L. Bousse. The registered office for the
Surviving Corporation, at which the North Carolina registered agent may be
served with process, prior to the Surviving Corporation's qualification to do
business in the State of Ohio, is 2101 Rexford Road, Suite 236-E, Charlotte,
North Carolina 28211.

     IN WITNESS WHEREOF, the parties have executed these Articles of Merger on
this the 1st day of December, 1997.


                                  U.S. FIBER, INC., a North Carolina corporation

                                  By:  /s/ Paul A. Garrett
                                     -------------------------------
                                       Paul A. Garrett, President


                                  T. J. MILLER RESEARCH AND TECHNOLOGY,
                                    INC., an Ohio corporation

                                   By:  /s/ Thomas J. Miller
                                      ------------------------------
                                        Thomas J. Miller, President

Certificate Number: 6132135-1      Page: 3 of 7



                          PLAN AND AGREEMENT OF MERGER
                                       OF
                   T. J. MILLER RESEARCH AND TECHNOLOGY, INC.
                                  WITH AND INTO
                                U.S. FIBER, INC.

     This Plan and Agreement of Merger is entered into on December 1, 1997, by
and between T. J. MILLER RESEARCH AND TECHNOLOGY, INC., an Ohio corporation (the
"Merging Corporation"), U.S. FIBER, INC., a North Carolina corporation (the
"Surviving Corporation"), and FCR, INC., a Delaware corporation (the "Parent
Corporation").

                                   BACKGROUND

     The Surviving Corporation is a business corporation of the state of North
Carolina with its principal office therein located at 2101 Rexford Road, Suite
236-E, Charlotte, North Carolina 28211, and is a wholly owned subsidiary of the
Parent Corporation.

     The Merging Corporation is a business corporation of the state of Ohio with
its principle office therein located at 160l Gressel Drive, Delphos, Ohio 45833.

     The Parent Corporation is a business corporation of the state of Delaware
with its principle office located at 2101 Rexford Road, Suite 236-E, Charlotte,
North Carolina 28211.

     The Merging Corporation and the Surviving Corporation and their respective
Boards of Directors deem it advisable and in the best interest of the two
corporations and their respective shareholders to merge (the "Merger") the
Merging Corporation with and into the Surviving Corporation pursuant to the
provisions of the General Corporation Law of the State of Ohio and the North
Carolina Business Corporation Act.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual agreement
of the parties, the parties hereto agree as follows:

     Section 1. EFFECTIVE DATE. The effective date (the "Effective Date") of the
Merger shall be December 3, 1997.

     Section 2. ADOPTION OF PLAN OF MERGER. The shareholder and directors of the
Merging Corporation unanimously adopted and approved this Plan of Merger on
December 1, 1997. The shareholder and directors of the Surviving Corporation
unanimously adopted and approved this Plan of Merger on December 1, 1997. The
directors of Parent Corporation adopted and approved this Plan of Merger on
December 1, 1997.

Certificate Number: 6132135-1      Page: 4 of 7



     Section 3. PLAN OF MERGER.

            3.1.    In accordance with the provisions of the Stock Purchase
Agreement and Plan and Agreement of Merger among the Parent Corporation, the
Surviving Corporation, the Merging Corporation and Thomas J. Miller (the
"Seller") for the purchase of stock of USF Insulation, Inc. and merger of the
Merging Corporation with and into the Surviving Corporation (the "Stock Purchase
Agreement") and the corporation laws of the states of Ohio and North Carolina,
at the Effective Date, the Merging Corporation shall be merged with and into the
Surviving Corporation, and the Surviving Corporation, as the surviving
corporation in the Merger, (a) shall be a wholly owned subsidiary of the Parent
Corporation, (b) shall continue its corporate existence under the laws of the
state of North Carolina, and (c) shall succeed to all rights, assets,
liabilities, and obligations of the Merging Corporation and the Surviving
Corporation. The separate corporate existence of the Merging Corporation shall
terminate at the Effective Date.

            3.2.    At the Effective Date, the current Articles of Incorporation
of the Surviving Corporation, as in effect immediately prior to the Effective
Date, shall be the Articles of Incorporation of the Surviving Corporation after
the Effective Date, and thereafter may be amended in accordance with its terms
and as provided by applicable law.

            3.3.    At the Effective Date, the current Bylaws of the Surviving
Corporation, as in effect immediately prior to the Effective Date, shall be the
Bylaws of the Surviving Corporation, and thereafter may be amended in accordance
with their terms and as provided by applicable law.

            3.4.    Until the election and qualification of their successors,
the current members of the Board of Directors of the Surviving Corporation shall
be the Board of Directors of the Surviving Corporation in office on the
Effective Date, and the current officers of the Surviving Corporation shall be
the officers of the Surviving Corporation on the Effective Date.

            3.5.    At the Effective Date, all of the issued and outstanding
shares of the Merging Corporation owned by the shareholder of the Merging
Corporation on the Effective Date shall, by virtue of the Merger, and without
any action on the part of the holders thereof, be converted into an aggregate of
26,667 shares of the Parent Corporation's common stock (the "Merger Shares").

            3.6.    At the Effective Date, the outstanding shares of the
Surviving Corporation will not be converted, exchanged or altered in any manner
as a result of the Merger and will remain outstanding as shares of the Surviving
Corporation.

            3.7.    Simultaneously with the issuance of the Merger Shares as set
forth in Section 3.5 above, each holder of an outstanding certificate or
certificates theretofore representing shares of the capital stock of the Merging
Corporation shall surrender the same to the Parent Corporation and shall receive
in exchange a certificate or certificates representing such holder's pro rata
share of the Merger Shares. As a result of the Seller being the sole shareholder
of the outstanding capital stock of Research, upon receipt of Seller's
certificate or certificates representing all of his shares of common stock in
the Merging Corporation, the Parent Corporation shall issue to the Seller a
certificate for the Merger Shares.

Certificate Number: 6132135-1      Page: 5 of 7



            3.8.    The parties agree that the value of each share of capital
stock of the Merging Corporation on the Effective Date is equal to Eighty
Thousand Dollars ($80,000.00) per share. The parties further agree that the
value of each share of common stock of the Parent Corporation on the Effective
Date is Fifteen Dollars ($15.00) per share. The number of outstanding shares of
capital stock of the Merging Corporation on the Effective Date shall be five (5)
shares.

     Section 4.     PRINCIPAL OFFICE. The principal office of the Surviving
Corporation shall be located at 2101 Rexford Road, Suite 236-E, Charlotte, North
Carolina 28211, upon the effectiveness of the Merger. Any request for a copy of
the Plan of Merger may be requested from the Surviving Corporation at its
principal office.

     Section 5.     OHIO SERVICE OF PROCESS. Pursuant to Section 1701.79 (B)(6)
of the General Corporation Law of Ohio, the Surviving Corporation hereby
consents to be sued and served with process in the State of Ohio, and the
Surviving Corporation irrevocably appoints the Secretary of State of Ohio as its
agent to accept service of process in any proceeding in Ohio to enforce against
the Surviving Corporation any obligation of the Merging Corporation or to
enforce the rights of a dissenting shareholder of the Merging Corporation or any
constituent corporation of the Merging Corporation.

     Section 6.     QUALIFICATION OF OHIO CORPORATION. Upon the effectiveness
of the Merger, the Surviving Corporation shall qualify to transact business as a
foreign corporation in the State of Ohio. The statutory agent for the Surviving
Corporation upon whom any service of process, notice or demand may be served,
and the address of such statutory agent is as follows: Thomas J. Miller, 8338
Little Auglaze River Road, Delphos Van Wert County, Ohio 45833.

     Section 7.     FURTHER ASSURANCES. If, at any time after the Effective
Date, the Surviving Corporation shall consider to be advised that any further
assignments, or assurances in law or any other things are necessary or desirable
to vest, perfect, or confirm of record or otherwise, in the Surviving
Corporation, the title to any property, right, privilege, power, immunity,
purpose or franchise of the Merging Corporation acquired or to be acquired by
reason of, or as the result of the Merger, the Merging Corporation and its
proper officers and directors shall and will execute and deliver all such proper
deeds, assignments and assurances in law and do all things necessary and proper
to vest, perfect or confirm title to the same in the Surviving Corporation and
otherwise to carry out the intent and purposes of these Articles and Plan of
Merger, and the proper officers and directors of the Surviving Corporation or
the Merging Corporation, as the case may be, whether past or remaining in
office, are fully authorized in the name of the Merging Corporation or otherwise
to take any and all such action.

     Section 8.     CONSTRUCTION. This Plan of Merger shall be interpreted
without regard to any presumption or rule requiring construction against the
party causing this Plan of Merger to be drafted.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Plan of
Merger to be duly executed and delivered as of the date and year first above
written.

Certificate Number: 6132135-1      Page: 6 of 7



                                  U.S. FIBER, INC., a North Carolina corporation

                                  By: /s/ Paul A. Garrett
                                      ------------------------------------------
                                        Paul A. Garrett, President


                                  FCR, INC., a Delaware corporation

                                  By: /s/ Paul A. Garrett
                                      ------------------------------------------
                                        Paul A. Garrett, Chief Executive Officer


                                  T. J. MILLER RESEARCH AND TECHNOLOGY,
                                   INC., an Ohio corporation

                                  By: /s/ Thomas J. Miller
                                      ------------------------------------------
                                        Thomas J. Miller, President

Certificate Number: 6132135-1      Page: 7 of 7



[SEAL]

                                 NORTH CAROLINA

                      DEPARTMENT OF THE SECRETARY OF STATE

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

     TO ALL WHOM THESE PRESENTS SHALL COME, GREETINGS:

     I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina,
do hereby certify the following and hereto attached to be a true copy of

                               ARTICLES OF MERGER

                                       OF

                                U.S. FIBER, INC.

the original of which is now on file and a matter of record in this office.


[SEAL]

                                 IN WITNESS WHEREOF, I have hereunto
                                 set my hand and affixed my official seal at the
                                 City of Raleigh, this 17th day of May, 2002.

                                        /s/ Elaine F. Marshall
                                          SECRETARY OF STATE

Certification Number: 6132136-1    Page: 1 of 6   Ref.#  4846081
Verify this certificate online at www.secretary.state.nc.us/Verification.



                                                           0-0426026
                                                             FILED
                                                            9:05 AM
                           ARTICLES OF MERGER             DEC 23 1997.
97 356 9133                        OF
                         U S F INSULATION, INC.         EFFECTIVE DEC 31 1997
                             WITH AND INTO          ELAINE F MARSHALL 11:59 P.M.
                            U.S. FIBER, INC.             SECRETARY OF STATE
                                                           NORTH CAROLINA

     These Articles of Merger are made and entered into between U.S. FIBER,
INC., a North Carolina corporation (the "Surviving Corporation"), and U S F
INSULATION, INC., an Ohio corporation (the "Merging Corporation"), and submitted
to the North Carolina Secretary of State by each of the companies participating
in the merger.

     Pursuant to Article 11 of Chapter 55 of the North Carolina General
Statutes, the Merging Corporation and the Surviving Corporation hereby adopt the
following Articles of Merger for the purpose of merging the Merging Corporation
with and into the Surviving Corporation, which shall be the surviving
corporation.

     1.     The Plan and Agreement of Merger, dated the 10th day of December,
1997, a copy of which is attached hereto as "Exhibit A" and incorporated herein
by reference, was unanimously approved and adopted by the respective
stockholders of the Merging Corporation and the Surviving Corporation on that
date.

     2.     The effective time of the merger shall be 11:59 p.m. on December 31,
1997.

     3.     The merger outlined in these Articles of Merger and the attached
Plan of Merger is authorized under the North Carolina General Statutes and the
General Corporation Laws of Ohio, and the Surviving Corporation and Merging
Corporation have complied with the applicable laws of North Carolina and Ohio
regarding the merger.

     IN WITNESS WHEREOF, the parties have executed these Articles of Merger on
this the 10th day of December, 1997.

                                  U.S. FIBER, INC., a North Carolina corporation

                                  By: /s/ Paul A. Garrett
                                     -------------------------------------------
                                      Paul A. Garrett, Vice President


                                  U S F INSULATION, INC., an Ohio corporation

                                  By: /s/ Paul A. Garrett
                                     -------------------------------------------
                                      Paul A. Garrett, President

Certificate Number: 6132136-1      Page: 2 of 6



                          PLAN AND AGREEMENT OF MERGER
                                       OF
                             U S F INSULATION, INC.
                                  WITH AND INTO
                                U.S. FIBER, INC.

                                   ----------

     This Plan and Agreement of Merger is entered into on December 10, 1997, by
U S F INSULATION, INC., an Ohio corporation (the "Merging Corporation") and U.S.
FIBER, INC., a North Carolina corporation (the "Surviving Corporation").

                                   BACKGROUND

     The Surviving Corporation is a business corporation of the State of North
Carolina with its principal office therein located at 2101 Rexford Road, Suite
236-E, Charlotte, North Carolina 28211.

     The Merging Corporation is a business corporation of the State of Ohio with
its principal office therein located at 1601 Gressel Drive, Delphos, Ohio
45833.

     Both the Surviving Corporation and the Merging Corporation are wholly owned
Subsidiaries of FCR, Inc., a Delaware corporation (the "Parent Corporation").

     The Merging Corporation and the Surviving Corporation and their respective
Boards of Directors deem it advisable and in the best interests of the two
corporations and their respective stockholders to merge (the "Merger") the
Merging Corporation with and into the Surviving Corporation pursuant to the
provisions of the applicable laws in the States of Ohio and North Carolina.

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties, this Plan of Merger being duly entered into by the
Merging Corporation and the Surviving Corporation, the parties hereto agree as
follows:

     Section 1.     EFFECTIVE TIME.

     The effective time (the "Effective Time") of the Merger shall be at 11:59
p.m. on December 31, 1997.

Certificate Number: 6132136-1      Page: 3 of 6



     Section 2.     ADOPTION OF PLAN OF MERGER.

     The sole shareholder and the Board of Directors of the Merging Corporation
unanimously adopted and approved this Plan of Merger on December 10, 1997. The
sole shareholder and the Board of Directors of the Surviving Corporation
unanimously adopted and approved this Plan of Merger on December 10, 1997.

     Section 3.     PLAN OF MERGER.

     3.1    In accordance with the corporation laws of the States of North
Carolina and Ohio, at the Effective Time, the Merging Corporation shall be
merged with and into the Surviving Corporation, and the Surviving Corporation,
as the surviving corporation in the Merger, (a) shall continue its corporate
existence under the laws of the State of North Carolina, and (b) shall succeed
to all rights, assets, liabilities, and obligations of the Merging Corporation
and the Surviving Corporation. The separate corporate existence of the Merging
Corporation shall terminate at the Effective Time.

     3.2    At the Effective Time, the current Articles of Incorporation of
the Surviving Corporation, as in effect immediately prior to the Effective Time,
shall be the Articles of Incorporation of the Surviving Corporation after the
Effective Time, and thereafter may be amended in accordance with its terms and
as provided by applicable law.

     3.3    At the Effective Time, the current Bylaws of the Surviving
Corporation, as in effect immediately prior to the Effective Time, shall be the
Bylaws of the Surviving Corporation, and thereafter may be amended in accordance
with their terms and as provided by applicable law.

     3.4    Until the election and qualification of their successors, the
current members of the Board of Directors of the Surviving Corporation shall be
the Board of Directors of the Surviving Corporation in office on the Effective
Time, and the current officers of the Surviving Corporation shall be the
officers of the Surviving Corporation on the Effective Time.

     3.5    At the Effective Time, all of the issued and outstanding shares
of stock of the Merging Corporation, currently owned by the Parent Corporation,
shall be dissolved and all stock certificates representing ownership of said
shares shall be marked as "canceled."

     3.6    At the Effective Time, the outstanding shares of the Surviving
Corporation will not be issued, sold, converted, exchanged or altered in any
manner as a result of the Merger and will remain outstanding as shares of the
Surviving Corporation.

     3.7    The Merger is permitted by the laws of North Carolina and Ohio,
and the parties hereto have compiled with the laws of both states in effecting
the Merger.

                                        2

Certificate Number: 6132136-1      Page: 4 of 6



     Section 4.     PRINCIPAL OFFICE. The principal office of the Surviving
Corporation shall be located at 2101 Rexford Road, Suite 236-E, Charlotte, North
Carolina 28211, upon the effectiveness of the Merger. Any request for a copy of
the Plan of Merger may be requested from the Surviving Corporation at its
principal office.

     Section 5.     OHIO SERVICE OF PROCESS. Pursuant to Section 1701.79
(B)(6) of the General Corporation Law of Ohio, the Surviving Corporation hereby
consents to be sued and served with process in the State of Ohio, and the
Surviving Corporation irrevocably appoints the Secretary of State of Ohio as its
agent to accept service of process in any proceeding in Ohio to enforce against
the Surviving Corporation any obligation of the Merging Corporation or to
enforce the rights of a dissenting shareholder of the Merging Corporation or any
constituent corporation of the Merging Corporation.

     Section 6.     QUALIFICATION OF OHIO CORPORATION. Upon the effectiveness
of the Merger, if not previously qualified to do so, the Surviving Corporation
shall qualify to transact business as a foreign corporation in the State of
Ohio. The statutory agent for the Surviving Corporation upon whom any service of
process, notice or demand may be served, and the address of such statutory agent
is as follows: Thomas J. Miller, 1601 Gressel Drive, Delphos Van Wert County,
Ohio 45833.

     Section 7.     FURTHER ASSURANCES. If, at any time after the Effective
Time, the Surviving Corporation shall consider to be advised that any further
assignments, or assurances in law or any other things are necessary or desirable
to vest, perfect, or confirm of record or otherwise, in the Surviving
Corporation, the title to any property, right, privilege, power, immunity,
purpose or franchise of the Merging Corporation acquired or to be acquired by
reason of, or as the result of the Merger, the Merging Corporation and its
proper officers and directors shall and will execute and deliver all such proper
deeds, assignments and assurances in law and do all things necessary and proper
to vest, perfect or confirm title to the same in the Surviving Corporation and
otherwise to carry out the intent and purposes of these Articles and Plan of
Merger, and the proper officers and directors of the Surviving Corporation or
the Merging Corporation, as the case may be, whether past or remaining in
office, are fully authorized in the name of the Merging Corporation or otherwise
to take any and all such action.

     Section 8.     CONSTRUCTION. This Plan of Merger shall be interpreted
without regard to any presumption or rule requiring construction against the
party causing this Plan of Merger to be drafted.

                                        3

Certificate Number: 6132136-1      Page: 5 of 6



     IN WITNESS WHEREOF, each of the parties hereto has caused this Plan of
Merger to be duly executed and delivered as of the date and year first above
written.

                                        U.S. FIBER, INC., a North Carolina
                                        corporation


                                        By:  /s/ Paul A. Garrett
                                           ------------------------------
                                             Paul A. Garrett,
                                             Vice President


                                        U S F INSULATION, INC., an Ohio
                                        corporation


                                        By:  /s/ Paul A. Garrett
                                           ------------------------------
                                             Paul A. Garrett,
                                             President

                                        4

Certificate Number: 6132136-1      Page: 6 of 6



                                                                   Exhibit 3.122

                                     BY-LAWS

                                       OF

                                U.S. FIBER, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

     SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation shall
be at such place as the Directors shall designate from time to time.

     SECTION 2. REGISTERED OFFICE. The registered office of the Corporation
required by law to be maintained in the State of North Carolina may be, but need
not be, identical with the principal office.

     SECTION 3. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of North Carolina as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     SECTION 1. PLACE OF MEETINGS. All meetings of the Shareholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of North Carolina as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meeting of Shareholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Written notice of the Annual Meeting shall be given
to each Shareholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting stating the place, date and hour
of the meeting. Any matter relating to the affairs of the Corporation may be
brought up for action, whether or not stated in the notice of the meeting,
provided, unless stated in the notice of the meeting, no by-law may be brought
up for adoption, amendment, repeal and no matter, other than the election of
directors, may be brought up which expressly requires the vote of Shareholders.

     SECTION 3. SPECIAL MEETINGS. Special Meetings of Shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board of
Directors (the "Chairman"), the President or the



Chairman of the Executive Committee, by resolution of the Board of Directors or
one or more Shareholders holding in aggregate not less than a majority of the
total number of shares entitled to vote at such meeting. The Secretary shall
mail a notice of such meeting to each shareholder of record not less than ten,
nor more than sixty, days before the date of the meeting. Such notice shall
state the place, date and hour of the meeting and the purpose or purposes of the
proposed meeting. Business transacted at any Special Meeting of Shareholders
shall be limited to the purposes stated in the notice thereof and no other
business shall be transacted at the meeting.

     SECTION 4. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all Meetings of the Shareholders for the
transaction of business except as otherwise provided by the Certificate of
Incorporation or by law, and in that case, the presence of the number so
required, either in person or by proxy, shall constitute a quorum. If, however,
such quorum shall not be present or represented at any Meeting of the
Shareholders, the Shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the Meeting from time to time,
without notice other than announcement at the Meeting, until a quorum shall be
present or represented. At such adjourned Meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the Meeting as originally noticed. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned Meeting, a notice of the adjourned Meeting shall be given to each
Shareholder entitled to vote at the Meeting.

     SECTION 5. VOTING. Unless otherwise required by statute, or expressly
provided for in the Certificate of Incorporation or in these By-Laws, any
question brought before any Meeting of Shareholders shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Unless otherwise provided by the Certificate of Incorporation, each
Shareholder represented at a Meeting of Shareholders shall be entitled to cast
one vote for each share of the stock entitled to vote thereat held by such
Shareholder. Such votes may be cast in person or by proxy, but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. A duly executed proxy shall be irrevocable if it so states and is
coupled with an interest, sufficient in law to support an irrevocable power
Board of Directors, in its discretion, or the Officer of the Corporation
presiding at a Meeting of Shareholders, in such Officer's discretion, may
require that any votes cast at such Meeting shall be cast by written ballot, and
such ballot shall be so required at an election of Directors if a Shareholder so
demands at the election and before the voting begins.

     SECTION 6. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Shareholders of the Corporation
may be taken without a Meeting, without prior notice and without a vote, if all
shareholders entitled to vote thereon were present in person or by proxy and
consent thereto in writing.

     SECTION 7. LIST OF SHAREHOLDERS ENTITLED TO VOTE. The Officer or agent of
the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify at least ten days before every Meeting of Shareholders, a
complete list of the Shareholders entitled to vote at the Meeting, arranged in
alphabetical order within each class, series or group of Shareholders

                                        2


maintained by the Corporation for convenience of reference, and showing the
address of each Shareholder and the number of shares registered in the name of
each Shareholder. The list shall be open to inspection of any Shareholder, for
any purpose germane to the Meeting during ordinary business hours, for a period
of at least ten days prior to the Meeting, either at a place within the city
where the Meeting is to be held, which place shall be specified in the notice of
the Meeting, or if not specified, at the place where the Meeting will be held.
The list shall also be produced and kept at the time and place of the Meeting
during the whole time thereof, and may be inspected by any Shareholder of the
Corporation who is present. The list shall be prima facie evidence as to who are
the Shareholders entitled to examine such list or to vote in person or by proxy
at any Meeting of Shareholders.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The Board of Directors shall
consist of not less than three, with the actual number to be fixed from time to
time by a vote of the majority of the Directors then in office. A Director shall
hold office until the Annual Meeting of Shareholders or thereafter when such
Director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Except as provided in Section 2 of this Article, Directors shall be elected by a
plurality of the votes cast at Annual Meetings of Shareholders. Any Director may
resign at any time upon notice to the Secretary of the Corporation. Directors
need not be Shareholders.

     SECTION 2. NOMINATIONS. Nominations for the election of Directors may be
made by the Board of Directors, by a committee appointed by the Board of
Directors or by any Shareholder entitled to vote in the election of Directors
generally. Any Shareholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Shareholders' Meeting only if written notice of such Shareholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Shareholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Shareholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to the
Shareholders. Each such notice shall set forth: (a) the name and address of the
Shareholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the Shareholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the Shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the Shareholder; (f) such other information regarding each nominee
proposed by such Shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible

                                        3


evidence, such as fingerprints, which any governmental agency may require the
Corporation to provide pursuant to any federal or state law, rule or regulation
and (g) the consent of each nominee to serve as a Director of the Corporation if
so elected. A Shareholder who does not comply with the foregoing procedures may
be precluded from nominating a candidate for election as a Director at a Meeting
of Shareholders. Notwithstanding anything to the contrary contained in this
Section 2, if the Corporation is required to obtain the consent of any
governmental agency prior to the election of any person nominated by a
Shareholder or if the Board of Directors or any committee of the Board of
Directors determines that a nominee if elected would jeopardize the retention of
any authorization, license or permit held by the Corporation issued by a
governmental agency, the Board of Directors or any committee of the Board of
Directors may strike such nominee from the ballot or determine not to place the
nominee on the ballot.

     SECTION 3. VACANCIES. Any vacancy on the Board of Directors that results
from an increase in the number of Directors may be filled by a majority of the
Board of Directors then in office, and any other vacancy occurring in the Board
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director and the Directors
so chosen shall hold office until the next Annual Meeting of Shareholders and
until their successors are duly elected and qualified, unless sooner displaced.

     SECTION 4. DUTIES AND POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the Shareholders.

     SECTION 5. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of North
Carolina. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of Shareholders at the
Annual Meeting of Shareholders and no notice of such meeting shall be necessary
to the newly elected Directors in order to legally constitute the meeting,
provided that a quorum is present. In the event of failure of the Shareholders
to fix the time and place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at such time and place so
fixed by the Shareholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of Directors. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special Meetings of the Board of
Directors may be called by the Chairman, the Vice Chairman, if there be one or
more, the President, the Chairman of the Executive Committee and shall be called
by the Secretary upon receipt of a request in writing from any two Directors.
Notice thereof stating the place, date and hour of the meeting shall be given to
each Director either by mail not less than ten (10) days before the date of the
meeting, or by telephone, facsimile or telegram on twenty-four (24) hours'
notice, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.

                                        4


     SECTION 6. QUORUM. Except as may be otherwise specifically provided by
statute, the Certificate of Incorporation or these By-Laws, at all meetings of
the Board of Directors or any committee thereof, a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
majority of the Directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting
shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     SECTION 7. ACTIONS OF BOARD. Unless otherwise provided by the Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     SECTION 8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. Each committee, having more than one Director as a member
shall elect a Director on such committee as the Chairperson of such committee.
Any committee, to the extent allowed by statute and as expressly provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that no committee shall have the power to
declare dividends, to elect or remove Officers, or to authorize the issue of any
class of stock of the Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required.

     Section 9.A. THE EXECUTIVE COMMITTEE. The Executive Committee shall be a
standing Committee of the Board of Directors and shall consist of not less than
three Directors. The members of the Executive Committee shall be elected by the
Board of Directors. The function of

                                        5


the Executive Committee is to review the businesses of the Corporation and to
advise the Board of Directors and the Officers of the Corporation as to
potential business opportunities, strategies and acquisitions and divestitures.
The Executive Committee does not make decisions but acts in an advisory capacity
only.

     SECTION 10. COMPENSATION. The Directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors and Directors, other
than full time employees of the Corporation, may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary or
retainer as Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees, other than full time employees of the
Corporation, may be allowed like compensation for attending committee meetings.

     SECTION 11. INTERESTED DIRECTORS. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are Directors or
Officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or Officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the Shareholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the Shareholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
Shareholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     SECTION 12. REMOVAL OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or by law, any Director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of Directors.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. GENERAL. The Officers of the Corporation shall be chosen by the
Board of Directors and shall be the Chief Executive Officer, a Chairman of the
Board of Directors, the Chief Operating Officer, a President, the Chairman of
the Executive Committee, a Secretary, a Treasurer and a Controller. The Board of
Directors, in its discretion, may also choose one or more Vice Chairman of the
Board of Directors (each of whom must be a director) and one or

                                        6


more Executive Vice Presidents, one or more Senior Vice Presidents, one or more
Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person, unless otherwise prohibited by statute, the Certificate of Incorporation
or these By-Laws. The Officers of the Corporation need not be Shareholders of
the Corporation nor, except in the case of the Chairman of the Board of
Directors, need such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors shall elect the Officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Any vacancy occurring in any office of the Corporation shall
be filled by the Board of Directors.

     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer, the Chairman, the
Chief Operating Officer, any Vice Chairman, the President, the Chairman of the
Executive Committee, any Senior Vice President or any Vice President and any
such Officer may, in the name of and on behalf of the Corporation, take all such
action as any such Officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman shall preside
at all Meetings of the Shareholders and of the Board of Directors, and may be
the Chief Executive Officer or the Chief Operating Officer of the Corporation.
Except where by statute the signature of the President is required, the Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation, which may be authorized
by the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to the
Chairman by these By-Laws or by the Board of Directors. During the absence or
disability of the President, the Chairman shall exercise all the powers and
discharge all the duties of the President.

     SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation requiring a seal,
under the seal of the Corporation, except where required or permitted by statute
to be otherwise signed and executed and except that the other Officers of the
Corporation may sign and execute documents when so authorized by these By-Laws,
the Board of Directors or the Chief Executive Officer. The Chief Executive
Officer shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to such Officer by these By-Laws or by the
Board of Directors.

                                        7


     SECTION 6. PRESIDENT. The Board of Directors shall appoint a President who
may have the duties of the Chief Executive Officer or Chief Operating Officer
unless another officer of the Corporation is so designated. In the absence or
disability of the Chairman of the Board of Directors, or if there be none, the
President shall preside at all meetings of the Shareholders and the Board of
Directors. The President shall have such duties as delegated to him by the Chief
Executive Officer, and such other responsibilities as are delegated to the
President by statute, the Certificate of Incorporation or these By-Laws.

     SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.

     SECTION 7.A. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meeting of the Executive Committee and
shall have primary responsibility for the review of all acquisitions or
divestitures by the Corporation of new or existing businesses.

     SECTION 8. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS, VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS. At the request of the Chief Executive
Officer or in such Officer's absence or in the event of such Officer's inability
or refusal to act, the Chief Operating Officer, the President, the Chief
Operating Officer, the Chairman of the Executive Committee, the Executive Vice
President or the Executive Vice Presidents if there are more than one (in the
order designated by the Board of Directors), the Senior Vice President or the
Senior Vice Presidents if there are more than one (in the order designated by
the Board of Directors), the Vice President or the Vice Presidents if there is
more than one (in the order designated by the Board of Directors) shall perform
the duties of the Chief Executive Officer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Chief Executive
Officer. Each Executive Vice President, each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, No Chairman of the Executive
Committee, no Executive Vice President, no Senior Vice President and no Vice
President, the Board of Directors shall designate the Officer of the Corporation
who, in the absence of the Chief Executive Officer or in the event of the
inability or refusal of the Chief Executive Officer to act, shall perform the
duties of the Chief Executive Officer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chief Executive
Officer. Assistant Vice Presidents shall perform such duties and have such
powers as the Board of Directors, the Chief Executive Officer, the Chief
Operating Officer, the Chairman or the President from time to time may
prescribe.

     SECTION 9. SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and all meetings of Shareholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all Meetings of the

                                        8


Shareholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or the Chief
Executive Officer, under whose supervision he shall be. If the Secretary shall
be unable or shall refuse to cause to be given notice of all Meetings of the
Shareholders and special meetings of the Board of Directors, and if there be no
Assistant Secretary, then either the Board of Directors or the Chief Executive
Officer may choose another Officer to cause such notice to be given. The
Secretary shall have custody of the seal of the Corporation and the Secretary or
any Assistant Secretary, if there be one, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by the
signature of the Secretary or by the signature of any such Assistant Secretary.
The Board of Directors may give general authority to any other Officer to affix
the seal of the Corporation and to attest the affixing by such Officer's
signature. The Secretary shall see that all books, reports, statements,
certificates and other documents and records required by statute to be kept or
filed are properly kept or filed, as the case may be.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman or the President, taking proper vouchers
for such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all such person's transactions as Treasurer and of the
financial condition of the Corporation. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 11. CONTROLLER. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President or the Treasurer.

     SECTION 12. ASSISTANT SECRETARIES. Except as may be otherwise provided in
these By-Laws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chief Executive Officer, or the Secretary, and in the absence
of the Secretary or in the event of such Secretary's disability or refusal to
act, shall perform the duties of the Secretary, and when so acting, shall have
all the power of and be subject to all the restrictions upon the Secretary.

     SECTION 13. ASSISTANT TREASURERS. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
President, the Chairman of the Board or the Treasurer, and in the absence of the
Treasurer or in the event of such Treasurer's disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer. If
required by the Board of Directors, an Assistant Treasurer shall give the
Corporation a bond in such sum and with such surety or

                                        9


sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of such office and for the restoration to the
corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in
such person's possession or control belonging to the Corporation.

     SECTION 14. OTHER OFFICERS. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the Chairman or the
President.

     SECTION 15. TERM OF OFFICE. The Board of Directors shall elect Officers at
the first meeting of the Board of Directors after the Annual Meeting of
Shareholders. Officers of the Corporation shall hold office until their
successors are elected and qualify. Any Officer elected by the Board of
Directors may be removed at any time by an affirmative vote of a majority of the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

                                    ARTICLE V

                                      STOCK

     SECTION 1. FORM OF CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman or a Vice Chairman of the Board of Directors, or the
President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the statutes of the State of North Carolina, the
name of the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any Officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be Officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such individual were such Officer, transfer agent or registrar at the date
of issue.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or legal representative, to advertise the same in such manner as
the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any

                                       10


claim that may be made against the Corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by statute and in these By-Laws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by such owner's attorney lawfully constituted in writing and upon the
surrender of the certificate therefor, which shall be canceled before a new
certificate shall be issued.

     SECTION 5. RECORD DATE. In order that the Corporation may determine the
Shareholders entitled to notice of or to vote at any Meeting of Shareholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less than ten days
before the date of such Meeting, nor more than sixty days prior to any
other action. A determination of Shareholders of record entitled to notice of or
to vote at a Meeting of Shareholders shall apply to any adjournment of the
Meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned Meeting.

     SECTION 6. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of North Carolina.

                                   ARTICLE VI

                                     NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by statute, the
Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or Shareholder, such notice may be given by mail,
addressed to such Director, member of a committee or Shareholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by statute,
the Certificate of Incorporation or these By-Laws, to be given to any Director,
member of a committee or Shareholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                                       11


                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting pursuant to law.
Dividends may be paid in cash, in property, or in shares of the stock, subject
to the provisions of the Certificate of Incorporation. Before payment of any
dividend, there may be set aside out of any funds of the Corporation available
for dividends such sum or sums as the Board of Directors from time to time, in
its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, North Carolina". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed, in whole or
in part, or new By-Laws may be adopted by the Shareholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Shareholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article VIII and in
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.

                                       12



                                                                   Exhibit 3.123

STATE OF NEW YORK   } SS:
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

[SEAL]

                                                        /s/ [ILLEGIBLE]
                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266 (7/00)



[ILLEGIBLE]

                          CERTIFICATE OF INCORPORATION

                                       OF

                               CHET BISNETT, INC.
                            UNDER SECTION 402 OF THE
                            BUSINESS CORPORATION LAW

          The undersigned being over the age of twenty-one under Section 402 of
the New York Business Corporation Law, does hereby set forth:

          (1) The name of the corporation is CHET BISNETT, INC.

          (2) The purposes for which it is formed are as follows:
          To buy and sell all kinds of junk of every kind and nature, including
          but not limited to metal, paper, rags, glass, plastic and wood. To
          generally engage in the salvage business including but not limited to
          the purchase of buildings, machinery and equipment of every kind and
          nature for salvage purposes. To sell, rent or lease all machinery and
          equipment necessary for the operation of a salvage business.
          To acquire, by purchase, lease or otherwise, all real and personal
          property necessary to carryout the aforesaid purposes and objects.

          (3) The office of the corporation is to be located in the Incorporated
          Village of Potsdam, County of St. Lawrence and State of New York.

          (4) The aggregate number of shares which the corporation shall have
          authority to issue is 200 shares, which shares are to be without par
          value.

          (5) The Secretary of State is designated as the agent of the
          corporation upon whom process against it may be served. The post
          office address to which the secretary of state shall mail a copy of
          any process against it served upon him is Outer Maple Street, Potsdam,
          New York.

504950


                                         1


          (6) The duration of the corporation shall be perpetual.


                                                      /s/ Chester G. Bisnett
                                                      --------------------------
                                                          Chester G. Bisnett
                                                          R.D.1
                                                          Norwood, New York

STATE OF NEW YORK      }
                       }SS.:
COUNTRY OF ST. LAWRENCE}

          On this 23 day of June, 1965, before me personally came CHESTER G.
BISNETT, to me known and known to me to, be the person described in end who
executed the foregoing Certificate of Incorporation, and he duly acknowledged to
me that he had executed the same.

                                                           /s/ Lee H. Turner
                                                      --------------------------
                                                            Notary Public

                                                         LEE H. TURNER
                                                Notary Public, State of New York
                                                         No. 24 - 9399350
                                               Qualified in St. Lawrence County
                                               Commission Expires March 30, 1996

                                        2


                                     L-S6/24

                                  St. Lawrence
                                        C.
                                     504950

                          Certificate of Incorporation

                                       of

                                Chet Bisnett, Inc.

                                STATE OF NEW YORK
                               DEPARTMENT OF STATE
                                FILED JUN 24 1965
                                     TAX $10
                                 FILING FEE $50

                                 /s/ [ILLEGIBLE]
                               Secretary of State

                               By /s/ [ILLEGIBLE]

                                  LEE H. TURNER
                                 ATTORNEY AT LAW
                                  NORWOOD, N.Y.

                                        3


STATE OF NEW YORK   } SS:
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

[SEAL]

                                                        /s/ [ILLEGIBLE]
                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266(7/00)



                              CERTIFICATE OF MERGER

D.C.                                   OF                                   D.C.

                        B. and C. SANITATION CORPORATION

                                       AND

                               CHET BISNETT, INC.

                                      INTO

                               CHET BISNETT, INC.

               UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW.

     We, the undersigned, being respectively the President and Secretary of B.
and C. SANITATION CORPORATION and the President and Secretary of CHET BISNETT,
INC., certify:

     1.   The name of each constituent corporation is as follows: B. AND C.
SANITATION CORPORATION and CHET BISNETT, INC. The name of the surviving
corporation is CHET BISNETT, INC.

     2.   The number of outstanding shares of B. and C. Sanitation Corporation
is sixteen (16) shares of common stock, all one (1) class, $100 par value, all
of which are entitled to vote. The number of outstanding shares of Chet Bisnett,
Inc. is sixty-eight (68) shares of common stock, all one (1) class, no par
value, all of which are entitled to vote.

     3.   The Certificate of Incorporation of Chet Bisnett, Inc., the surviving
corporation is amended as follows:

          A. Paragraph "1" of the Certificate of Incorporation shall read as
follows:

B 478279

                                        1


          "1. The name of the Corporation shall be WASTE SYSTEM MANAGEMENT,
INC.".

          B.  The following new paragraph "7" shall be added thereto;

          "7. A dissolution of the Corporation may be authorized by the written
demand of the holders of not less than fifty (50%) of all of the outstanding
shares of the Corporation entitled to vote thereon. The demand for dissolution
must be signed by the holders of those shares in favor of dissolution. The
demand shall be sent by registered or certified mail, return receipt requested,
to the secretary of the corporation or, if the secretary is one of the holders
of those shares in favor of dissolution, to any other officer of the corporation
who is not one of the holders of those shares in favor of dissolution, at the
corporate office. If the signed and verified certificate of dissolution is not
delivered to the Department of State and filed within thirty (30) days after
receipt by the secretary or other officer, as the case may be, of the written
demand for dissolution, the certificate may be signed, certified and delivered
to the Department of State by the holders of those shares in favor of
dissolution. This provision may only be amended or deleted upon a vote of the
holders of at least sixty percent (60%) of all of the outstanding shares
entitled to vote."

     4.   The Certificate of Incorporation of B. and C. Sanitation
Corporation was filed by the Department of State on March 7, 1972. The
Certificate of Incorporation of Chet Bisnett, Inc. was filed by the Department
of State on June 24, 1965.

     5.   The merger was authorized at a meeting of the shareholders of B.
and C. Sanitation Corporation by unanimous vote of the holders of all of the
outstanding shares entitled to vote thereon and at a meeting of the shareholders
of Chet Bisnett, Inc. by unanimous vote of the holders of all of the outstanding
shares entitled to vote thereon. The Plan of Merger has not been abandoned.

DATED:   Potsdam, New York.
         March 28th, 1987 by the undersigned who affirms that the statements
         made herein are true under the penalties of perjury.

                                                B. and C. Sanitation Corporation


                                               by: /s/ James R. Bruno
                                                   -----------------------------
                                                   JAMES R. BRUNO, PRESIDENT



                                                   /s/ Faye L. Cornwell
                                                   -----------------------------
                                                   FAYE L. CORNWELL, SECRETARY

                                                   Chet Bisnett, Inc.

                                               by: /s/ Chester G. Bisnett
                                                   -----------------------------
                                                   CHESTER G. BISNETT, PRESIDENT

                                                   /s/ Chester W. Bisnett
                                                   -----------------------------
                                                   CHESTER W. BISNETT, SECRETARY

STATE OF NEW YORK       )
COUNTY OF               )ss:

     On this 28th day of March, 1987, before me personally appeared FAYE L.
CORNWELL, to me known, who, being by me duly sworn, did depose and say that she
resides at Central Bridge, New York, she is the Secretary of B. AND C.
SANITATION CORPORATION, the corporation described in and which executed the
foregoing instrument; that she knows the seal of such corporation; that the seal
affixed to the foregoing instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of such corporation; and that she
signed her name thereto by like order.

DAVID N. CUBLEY                                          /s/ David N. Cubley
Notary Public, State of New York                   -----------------------------
Qualified in St. Lawrence County                           NOTARY PUBLIC
My Commission Expires [ILLEGIBLE] 1987


STATE OF NEW YORK       )
COUNTY OF               )ss:

     On this 28th day of March, 1987, before me personally appeared CHESTER W.
BISNETT, to me known, who, being by me duly sworn, did depose and say that he
resides at Hannawa Falls, New York, he is the Secretary of CHET BISNETT, INC.,
the corporation described in and which executed the foregoing instrument; that
he knows the seal of such corporation; that the seal affixed to the foregoing
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of such corporation; and that he signed his name thereto by like
order.

DAVID N. CUBLEY                                          /s/ David N. Cubley
Notary Public, State of New York                   -----------------------------
Qualified in St. Lawrence County                           NOTARY PUBLIC
My Commission Expires [ILLEGIBLE] 1987

                                        3


                                    B478279
                                    RECEIVED
                                MAR 31 12 PM '87
                              CERTIFICATE OF MERGER
                                       OF
                              B. and C. SANITATION               [ILLEGBILE]
                                   CORPORATION
                                       AND
                               CHET BISNETT, INC.

                                      INTO

                               CHET BISNETT, INC.

                            UNDER SECTION 904 OF THE
                            BUSINESS CORPORATION LAW

STATE OF NEW YORK
DEPARTMENT OF STATE

FILED APR 1-1987

AMT. OF CHECK $70
FILING FEE $60
TAX $ ________
COUNTY FEE $ _____
COPY $ ________
CERT $ ________
REFUND $ ______
SPEC HANDLE $10

BY: [ILLEGIBLE]
    ----------------
    St. Lawrence
                              CUBLEY & CUBLEY, P.C.
                        ATTORNEYS AND COUNSELLORS AT LAW
                                 33 MAIN STREET                  [ILLEGBILE]
                             POTSDAM, NEW YORK 13676
                                 TELEPHONE (315)
                                    265-2690

[ILLEGIBLE]


                                       4


STATE OF NEW YORK     }
DEPARTMENT OF STATE   } SS:

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

[SEAL]

                                                        /s/ [ILLEGIBLE]
                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266(7/00)



                            CERTIFICATE OF AMENDMENT

D.C.                                   OF                                   D.C.

                          WASTE SYSTEM MANAGEMENT, INC.

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

     I, the undersigned, President and Secretary respectively of WASTE SYSTEM
MANAGEMENT, INC., hereby certify:

     1.   The name of the Corporation is WASTE SYSTEM MANAGEMENT, INC.

     2.   The Certificate of Incorporation was originally filed by the
Department of State on June 24, 1965 under the name CHET BISNETT, INC. A
Certificate of Merger of B. AND C. SANITATION CORPORATION and CHET BISNETT, INC.
A Certificate of Merger of B. AND C. SANITATION CORPORATION and CHET BISNETT,
INC. into CHET BISNETT, INC. was filed by the Department of State on April 1,
1987. The Certificate of Merger changed the name of CHET BISNETT, INC. to WASTE
SYSTEM MANAGEMENT, INC.

     3.   Paragraph "1" of the Certificate of Incorporation is hereby amended to
read as follows:

              "1. The name of the Corporation shall be WASTE STREAM MANAGEMENT,
INC."

     4.   The above amendment to the Certificate of Incorporation was authorized
by the written consent of all of the directors of the Corporation in lieu of a
meeting of Directors, followed by the written consent of the holders, of all
outstanding shares entitled to vote thereon in lieu of a meeting of
shareholders.

     IN WITNESS WHEREOF, this Certificate has been executed the 18 day of

B 548708

                                        1


May, 1987.

                                                   /s/ Chester G. Bisnett
                                                   -----------------------------
                                                   CHESTER G. BISNETT, PRESIDENT

                                                   /s/ James R. Bruno
                                                   -----------------------------
                                                   JAMES R. BRUNO, SECRETARY

STATE OF NEW YORK )

COUNTY OF ONEIDA  )ss:

     JAMES R. BRUNO, being duly sworn, deposes and says:

     That he is the Secretary of WASTE SYSTEM MANAGEMENT, INC., the corporation
described in and who signed the foregoing Certificate of Amendment; that he has
read the foregoing Certificate and knows the contents thereof and that the same
is true to his own knowledge.

                                                   /s/ James R. Bruno
                                                   -----------------------------
                                                   JAMES R. BRUNO, SECRETARY

Sworn to before me this 17 day of

May, 1987.

/s/ [ILLEGIBLE]
- --------------------
NOTARY PUBLIC

DANIEL S. COHEN, P.C ATTORNEY AT LAW 258 GENESEE ST UTICA, NEW YORK 13502



                                    B548708

                            CERTIFICATE OF AMENDMENT
                                       OF

                          WASTE SYSTEM MANAGEMENT, INC.

                            UNDER SECTION 805 OF THE
                            BUSINESS CORPORATION LAW

                                       D.C

STATE OF NEW YORK
DEPARTMENT OF STATE

FILED: SEP 25 1987

AMT. OF CHECK $70
FILING FEE $60
TAX $ ________
COUNTY FEE $ _____
COPY $ ________
CERT $ ________
REFUND $___________
SPEC HANDLE $10

BY: /s/ [ILLEGIBLE]
    ----------------
    St. Lawrence
                              DANIEL S.COHEN, P.C.
                                ATTORNEYS AT LAW
                               258 GENESEE STREET
                              UTICA, NEW YORK 13502
                                 (315) 797-8066

nm assd 4-1-87
St.Law

L# B478279-4

Orig: Chet Bisnett, Inc.

6-24-68
#504950

New Name OK

JB 9/24

B 548708

028299

FILED

SEP 25 8 04 AM '87

                                        3


STATE OF NEW YORK   } SS:
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

[SEAL]

                                                        /s/ [ILLEGIBLE]
                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266(7/00)



                                                                   F981029000652

                              CERTIFICATE OF MERGER

                                       OF

                              WS ACQUISITION, INC.

                                       AND

                               WASTE-STREAM, INC.

                                      INTO

                               WASTE-STREAM, INC.

                Under Section 904 of the Business Corporation Law

     We, the undersigned, being respectively the Vice President and Assistant
Secretary of WS Acquisition, Inc., and the President and Secretary of
Waste-Stream, Inc., certify:

The Agreement and Plan of the Merger was adopted by the board of directors of
each constituent corporation.

     1.   The name of each constituent corporation is as follows:

                  WS Acquisition, Inc., and Waste-Stream, Inc.

     2.   The name of the surviving corporation is:

                               Waste-Stream, Inc.

     3.   Waste-Stream, Inc. was initially incorporated under the name Chet
          Bisnett, Inc., which name was thereafter changed to Waste-Systems
          Management, Inc., which name was thereafter changed to Waste-Stream,
          Inc.

     4.   The number of outstanding shares of WS Acquisition, Inc. is ten
          (10) shares without par value, all of which are entitled to vote. The
          number of outstanding shares of Waste-Stream, Inc. is twenty-four (24)
          shares without par value, all of which shares are entitled to vote.

     5.   The Certificate of Incorporation of WS Acquisition, Inc., was filed
          by the Department of State on the 8th day of October,

                                        1


          1998 and the Certificate of Incorporation of Waste-Stream, Inc., was
          filed by the Department of State on June 24, 1965.

     6.   The Merger was authorized by the Unanimous Written Consent of all
          outstanding shares of WS Acquisition, Inc., entitled to vote thereon
          and by the Unanimous Written Consent of all outstanding shares of
          Waste-Stream, Inc., entitled to vote thereon.

     7.   The Merger shall be effective on the filing of this Certificate of
          Merger by the Department of State.

     IN WITNESS WHEREOF, the undersigned have each signed this certificate and
affirmed the truth of the statements contained therein under penalty of perjury
this 29th of October, 1998.

                                              WS ACQUISITION, INC.


                                              By: /s/ Jerry S. Cifor
                                                  -----------------------------
                                                  Jerry S. Cifor, Vice President
                                                  and Assistant Secretary

                                        2


                                              WASTE-STREAM, INC.


                                              By: /s/ Howard J. Cornwell
                                                 -----------------------------
                                                 Howard J. Cornwell, President


                                              By: /s/ Chester W. Bisnett
                                                  ----------------------------
                                                  Chester W. Bisnett, Secretary

                                        3


                                                                   F981029000652

                              CERTIFICATE OF MERGER

                                       OF

                              WS ACQUISITION, INC.

                                       AND

                               WASTE-STREAM, INC.

                                      INTO

                               WASTE-STREAM, INC.

                Under Section 904 of the Business Corporation Law

                                                              STATE OF NEW YORK
                                                             DEPARTMENT OF STATE
                                                              FILED OCT 29 1998
                                                              TAX $0
                                                              BY: JJW
                                                                 ---------------
                                                                 ST LAWRENCE

                     [NATIONWIDE INFORMATION SERVICES INC LOGO]
                                 52 James Street
                                Albany, NY 12207

                                 (800) 873-3482
                               (800) 234-8522 FAX

                                    * FILER:

                                  Jack Quigley
                           Corporate Assistant Manager

                                                                   F981029000676

                                        4


STATE OF NEW YORK     }  SS:
DEPARTMENT OF STATE   }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

[SEAL]

                                                        /s/ [ILLEGIBLE]
                                               SPECIAL DEPUTY SECRETARY OF STATE

DOS-1266(7/00)



                                                                   F920219000052

          CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION

CT                                     OF                                     CT

                         WASTE STREAM MANAGEMENT, INC.

                            Under Section 805 of the
                           Business Corporation Law

     The undersigned, being the President and Secretary of WASTE STREAM
MANAGEMENT, INC., hereby certify that:

     FIRST: The name of the corporation is WASTE STREAM MANAGEMENT, INC.

     SECOND: The name under which it was formed is Chet Bisnett, Inc.

     THIRD: The certificate of incorporation of the corporation was filed by the
Department of State on June 24, 1965.

     FOURTH: The certificate of incorporation is amended to change the name of
the corporation by deleting the present Paragraph 1 and by inserting as a new
Paragraph 1 the following:

             The name of the corporation is WASTE-STREAM INC.

     FIFTH: The foregoing amendment of the certificate of incorporation was
authorized by unanimous written consent of the Board of Directors pursuant to
Section 708 of the Business Corporation Law followed by action without a meeting
by the holders of all of the outstanding shares entitled to vote thereon
pursuant to Section 615 of the Business Corporation Law.

     IN WITNESS WHEREOF, the undersigned have signed this certificate on
December 31, 1991 and affirm the statements contained herein as true under the
penalties of perjury.

                                                      /s/ Howard J. Cornwell
                                                  -----------------------------
                                                  President: Howard J. Cornwell

                                                     /s/ Chester W. Bisnett
                                                  ----------------------------
                                                  Secretary: Chester W. Bisnett

                                        1


                                                                   F920219000052

                                       CT
- --------------------------------------------------------------------------------

                            CERTIFICATE OF AMENDMENT

                                     of the

                          CERTIFICATE OF INCORPORATION

                                       of

                         WASTE STREAM MANAGEMENT, INC.

                            Under Section 805 of the
                            Business Corporation Law.

- --------------------------------------------------------------------------------
                            DATED: December 31, 1991
- --------------------------------------------------------------------------------

                               STATE OF NEW YORK
                              DEPARTMENT OF STATE          FILED
                               FILED FEB 19 1992           FEB 19 2 37 PM '92

                               TAX $___________

                                     BY: MB
                                     ST LA

                                     BILLED

                          EVANS, SEVERN, BANKERT & PEET
                               231 GENESEE STREET
                                UTICA, NY 13501

                          RECEIVED FEB 18 11 14 AM '92

                                                                   F920219000061

                                        2



                                                                   Exhibit 3.124

                                   BY-LAWS OF

                               WASTE-STREAM, INC.

                               ARTICLE I - OFFICES

     The principal office of the Corporation shall be in the County of St.
Lawrence, State of New York. The Corporation may also have offices at such other
places within the State of New York as the Board may from time to time determine
or the business of the Corporation may require.

                            ARTICLE II - SHAREHOLDERS

     1.   PLACE OF MEETINGS. Meetings of the shareholders shall be held at the
principal office of the Corporation or at such place within or without the State
of New York as the Board shall authorize.

     2.   ANNUAL MEETING. The annual meeting of the shareholders shall be held
on the first day of October, at 10:00 a.m. in each year if not a legal holiday,
and, if a legal holiday, then on the next business day following the same hour,
when the shareholders shall elect a Board and transact such other business as
may properly come before the meeting.

     3.   SPECIAL MEETINGS. Special meetings of the shareholders may be called
by the Board or by the President and shall be called by the President or the
Secretary at the request in writing of a majority of the Board or at the request
in writing by shareholders owning a majority in amount of the shares issued and
outstanding. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at a special meeting shall be confined to the
purposes stated in the notice.

     4.   FIXING RECORD DATE. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board shall fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than fifty (50) days nor less than ten (10) days before the date of such
meeting, nor more than fifty (50) days prior to any other action. If no record
date is fixed, it shall be determined in accordance with the provisions of law.

     5.   NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of each meeting of
shareholders shall state the purpose or purposes for which the meeting is
called, the place, date and hour of the meeting and unless it is the annual
meeting, shall indicate that it is



being issued by or at the direction of the person or persons calling the
meeting. Notice shall be given either personally or by mail to each shareholder
entitled to vote at such meeting, not less than three (3) nor more than fifty
(50) days before the date of the meeting. If action is proposed to be taken that
might entitle shareholders to payment for their shares, the notice shall include
a statement of that purpose and to that effect. If mailed, the notice is given
when deposited in the United States mail, with postage thereon prepaid, directed
to the shareholder at his address as it appears on the record of shareholders,
or, if he shall have filed with the Secretary a written request that notices to
him be mailed to some other address, then directed to him at such other address.

     6.   WAIVERS. Notice of meeting need not be given to any shareholder who
signs a waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him.

     7.   QUORUM OF SHAREHOLDERS. Unless the certificate of incorporation
provides otherwise, the holders of a majority of the shares entitled to vote
thereat shall constitute a quorum at a meeting of shareholders for the
transaction of any business, provided that when a specified item of business is
required to be voted on by a class or classes, the holders of a majority of the
shares of such class or classes shall constitute a quorum for the transaction of
such specified items of business.

          When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders.

          The shareholders present may adjourn the meeting despite the absence
of a quorum.

     8.   PROXIES. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy.

          Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.

     9.   QUALIFICATION OF VOTERS. Every shareholder of record shall be entitled
at every meeting of shareholders, to one vote for every share in his name on the
record of shareholders, unless otherwise provided in the certificate of
incorporation.

     10.  VOTE OF SHAREHOLDERS. Except as otherwise required by statute or by
the certificate of incorporation:

          A.   Directors shall be elected by a plurality of the votes cast at a
meeting of



shareholders by the holders of shares entitled to vote in the election;

          B.   All other corporate action shall be authorized by a majority of
the votes cast.

     11.  WRITTEN CONSENT OF SHAREHOLDERS. Any action that may be taken by vote
may be taken without a meeting on written consent, setting forth the action so
taken, signed by the holders of all the outstanding shares entitled to vote
thereon or signed by the holders of two-thirds of all of the outstanding shares.

                             ARTICLE III - DIRECTORS

     1.   BOARD OF DIRECTORS. Subject to any provision in the certificate of
incorporation the business of the Corporation shall be managed by its Board of
Directors, each of whom shall be at least twenty-one (21) years of age but need
not be shareholders.

     2.   NUMBER OF DIRECTORS. The number of Directors shall initially be three
(3). Either the Board or the shareholders may increase or decrease the number of
Directors.

     3.   ELECTION AND TERM OF DIRECTORS. At each annual meeting of
shareholders, the shareholders shall elect Directors to hold office until the
next annual meeting. Each Director shall hold office until the expiration of the
term for which he is elected and until his successor has been elected and
qualified, or until his prior resignation or removal.

     4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships
resulting from an increase in the number of Directors and vacancies occurring in
the Board for any reason except the removal of Directors without cause may be
filled by a vote of a majority of the Directors then in office, although less
than a quorum exists, unless otherwise provided in the certificate of
incorporation. A Director elected to fill a vacancy caused by resignation, death
or removal, shall be elected to hold office for the unexpired term of his
predecessor.

     5.   REMOVAL OF DIRECTORS. Any or all of the Directors may be removed for
cause by vote of the shareholders or by action of the Board. Directors may be
removed without cause only by vote of the shareholders.

     6.   RESIGNATION. A Director may resign at any time by giving written
notice to the Board, the President or the Secretary of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.

     7.   QUORUM OF DIRECTORS. Unless otherwise provided in the certificate of
incorporation, a majority of the entire Board shall constitute a quorum for the
transaction of business or of any specified item of business.



     8.   ACTION OF THE BOARD. Unless otherwise required by law, the vote of a
majority of the Directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the Board. Each Director present shall
have one vote regardless of the number of shares, if any, which he may hold.

     9.   PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meetings at
the office of the Corporation or at such other places, either within or without
the State of New York, as it may from time to time determine.

     10.  REGULAR ANNUAL MEETING. A regular annual meeting of the Board shall be
held immediately following the annual meeting of shareholders at the place of
such annual meeting of shareholders.

     11.  NOTICE OF MEETING OF THE BOARD, ADJOURNMENT.

          A.   Regular meetings of the Board may be held without notice at such
time and place as it shall from time to time determine. Special meetings of the
Board shall be held upon notice to the Directors and may be called by the
President upon two (2) days notice to each Director either personally or by mail
or by facsimile; special meetings shall be called by the President or by the
Secretary in a like manner on written request of two (2) Directors. Notice of a
meeting need not be given to any Director who submits a waiver of notice whether
before or after the meeting or who attends the meeting without protest prior
thereto or at its commencement, the lack of notice to him.

          B.   A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of the
adjournment shall be given all Directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other Directors.

     12.  CHAIRMAN. At all meetings of the Board, the President, or in his
absence a Chairman chosen by the Board, shall preside.

     13.  EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution adopted by a
majority of the entire Board, may designate from among its members an executive
committee and other committees, each consisting of any number of Directors, each
such committee shall serve at the pleasure of the Board.

     14.  COMPENSATION. No compensation shall be paid to Directors, as such, for
their services, but by resolution of the Board a fixed sum and expenses for
actual attendance, at each regular or special meeting of the Board may be
authorized. Nothing herein contained shall be construed to preclude any Director
from serving the Corporation in any other capacity and receiving compensation
therefore.

     15.  TELEPHONIC CONFERENCE. Any one or more members of the Board of
Directors, or of any committee thereof, may participate in the meeting of such
Board or committee by means of a conference phone or similar equipment which
allows all persons



participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such a meeting.

     16.  DIRECTORS CONSENT. Any action that may be taken by vote may be taken
without a meeting on written consent, setting forth the action so taken, signed
by all the Directors entitled to vote thereon.

                              ARTICLE IV - OFFICES

     1.   OFFICES, ELECTION, TERM.

          A.   Unless otherwise provided for in the certificate of
incorporation, the Board may elect to appoint a president, one (1) or more vice
presidents, a secretary and a treasurer, and such other offices as it may
determine, who shall have such duties, powers and functions as hereinafter
provided.

          B.   All officers shall be elected or appointed to hold office until
the meeting of the Board following the annual meeting of shareholders.

          C.   Each Officer shall hold office for the term for which he is
elected or appointed until his successor has been elected or appointed and
qualified.

     2.   REMOVAL, RESIGNATION, SALARY, ETC.

          A.   Any officer elected or appointed by the Board may be removed by
the Board with or without cause.

          B.   In the event of the death, resignation or removal of an officer,
the Board in its discretion may elect or appoint a successor to fill the
unexpired term.

          C.   Any two (2) or more offices may be held by the same person.

          D.   The salaries of all officers shall be fixed by the Board.

          E.   The Directors may require any officer to give security for the
faithful performance of his duties.

     3.   PRESIDENT. The President shall be the chief executive officer of the
Corporation; he shall preside at all meetings of the shareholders and of the
Board; he shall have the management of the business of the Corporation and shall
see that all orders and resolutions of the Board are carried into effect.

     4.   VICE-PRESIDENTS. During the absence or disability of the President,
the Vice-President, if any, or if there are more than one, the executive
Vice-President, shall have all the powers and functions of the President. Each
Vice-President shall perform such other



duties as the Board shall prescribe.

     5.   SECRETARY. The Secretary shall:

          A.   Attend all meetings of the Board and of the shareholders;

          B.   Record all votes and minutes of all proceedings in a book to be
kept for that purpose;

          C.   Give or cause to be given notice of all meetings of shareholders
and of special meetings of the Board;

          D.   Keep in safe custody the seal of the corporation and affix it to
any instrument when authorized by the Board;

          E.   When required, prepare or cause to be prepared and available at
each meeting of shareholders a certified list in alphabetical order of the names
of the shareholders entitled to vote thereat, indicating the number of shares of
each respective class held by each;

          F.   Keep all the documents and records of the Corporation as required
by law or otherwise in a proper and safe manner;

          G.   Perform such other duties as may be prescribed by the Board.

     6.   ASSISTANT SECRETARIES. During the absence or disability of the
Secretary, the assistant secretary, if any, or if there are more than one, the
one so designated by the Secretary or by the Board, shall have all the powers
and functions of the Secretary.

     7.   TREASURER. The Treasurer shall:

          A.   Have the custody of the corporate funds and securities;

          B.   Keep full and accurate accounts of receipts and disbursements in
the corporate books;

          C.   Deposit all money and other valuables in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board;

          D.   Disburse the funds of the Corporation as may be ordered or
authorized by the Board and preserve proper vouchers for such disbursements;

          E.   Render to the President and Board at the regular meetings of the
Board, or whenever they require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation;

          F.   Render a full financial report at the annual meeting of the
shareholders is



so requested;

          G.   Be furnished by all corporate officers and agents at his request,
with such reports and statements as he may require as to all financial
transactions of the Corporation;

          H.   Perform such other duties as are given to him by these By-Laws or
as from time to time are assigned to him by the Board or the President.

     8.   ASSISTANT TREASURER. During the absence or disability of the
Treasurer, the assistant treasurer, if any, or if there are more than one (1),
the one so designated by the Secretary or by the Board, shall have all the
powers and functions of the Treasurer.

     9.   SURETIES AND BONDS. In case the Board shall so require, any officer or
agent of the Corporation shall execute to the Corporation a bond in such sum and
with such surety or sureties as the Board may direct, conditioned upon the
faithful performance of his duties to the Corporation and including
responsibility for negligence and for the account of all property, funds or
securities of the Corporation which may come into his hands.

                       ARTICLE V - CERTIFICATES FOR SHARES

     1.   CERTIFICATES. The shares of the Corporation shall be represented by
certificates. They shall be numbered and entered in the books of the Corporation
as they are issued. They shall exhibit the holder's name and the number of
shares and shall be signed by the President or Vice President and the Treasurer
or the Secretary and shall bear the corporate seal.

     2.   LOST OR DESTROYED CERTIFICATES. The Board may direct a new certificate
or certificates to be issued in place of the certificate or certificates
theretofore issued by the Corporation, alleged to have been lost or destroyed,
upon the making of an affidavit of the fact by the person claiming the
certificate to be lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board may in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the Corporation a bond in such
sum with such surety or sureties as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed,

     3.   TRANSFERS OF SHARES.

          A.   Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the Corporation which shall be kept at its principal
office.



No transfer shall be made within ten (10) days preceding the annual meeting of
shareholders.

          B.   The Corporation shall be entitled to treat the holder of record
of any share as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the State of New York.

     4.   CLOSING TRANSFER BOOKS. The Board shall have the power to close the
share transfer books of the Corporation for a period of not more than ten (10)
days during the thirty (30) day period immediately preceding (a) any
shareholders' meeting, or (b) any date upon which shareholders shall be called
upon to or have a right to take action without a meeting, or (c) any date fixed
for the payment of a dividend or any other form of distribution, and only those
shareholders of record at the time the transfer books are closed, shall be
recognized as such for the purpose of (x) receiving notice of or voting at such
meeting, or (y) allowing them to take appropriate action, or (z) entitling them
to receive any dividend or other form of distribution.

                             ARTICLE VI - DIVIDENDS

     Subject to any provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the Corporation may be
declared in such amounts and at such time or times as the Board may determine.
Before payment of any dividend, there may be set aside out of the net profits of
the Corporation available for dividends such sum or sums as the Board from time
to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purposes the Board shall think
conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve.

                          ARTICLE VII - CORPORATE SEAL

     The seal of the Corporation shall be circular in form and bear the name of
the Corporation, the year of its organization and the words "Corporate Seal, New
York". The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.

                     ARTICLE VIII - EXECUTION OF INSTRUMENTS

     All corporate instruments and documents shall be signed or countersigned,
executed,



verified or acknowledged by such officer or officers or other person or persons
as the Board may from time to time designate.

                            ARTICLE IX - FISCAL YEAR

     The fiscal year shall begin on the 1st day of May in each year.

             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     Reference to the certificate of incorporation in these By-Laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                           ARTICLE XI - BY-LAW CHANGES

     1.   AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

          A.   Except as otherwise provided in the certificate of incorporation,
the By-Laws may be amended, repealed or adopted by vote of the holders of the
shares at the time entitled to vote in the election of any Directors. By-Laws
may also be amended, repealed or adopted by the Board but any By-law adopted by
the Board may be amended by the shareholders entitled to vote thereon as
hereinabove provided.

          B.   If any By-law regulating an impending election of Directors is
adopted, amended or repealed by the Board, there shall be set forth in the
notice of the next meeting of shareholders for the election of Directors the
By-law so adopted, amended or repealed, together with the concise statement of
the changes made.

                          ARTICLE XII - INDEMNIFICATION

     The Corporation shall indemnify any person made a party to an action by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he, his testator, or intestate, is or was a director or officer of
the Corporation, against the reasonable expenses, including, attorneys' fees,
actually and necessarily incurred by him in connection with the defense of such
action, or in connection with an appeal therein, except in relation to matters
as to which such director or officer is adjudged to have breached his duty to
the Corporation under Sections 715 or 717 of the New York State Business
Corporation Law.



     The Indemnification herein provided shall not include amounts paid in
settling or otherwise disposing of a threatened action, or a pending action with
or without court approval or expenses incurred in defending a threatened action
or a pending action which is settled for or otherwise disposed of without court
approval.



                                                                   Exhibit 3.125

STATE OF NEW YORK   }
                      SS:
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

                    [SEAL]
                STATE OF NEW YORK
               DEPARTMENT OF STATE

                                        /s/ [ILLEGIBLE]
                                        ----------------------------------------
                                        SPECIAL DEPUTY SECRETARY OF STATE



                                                                           INFO.
                                                                         B270465
                          CERTIFICATE OF INCORPORATION

                                       OF

                        WESTFIELD DISPOSAL SERVICE, INC.

     Under Section 402 of the Business Corporation Law

     The undersigned, natural person at least eighteen years of age, for the
purpose of forming a corporation pursuant to the provisions of the Business
Corporation Law of the State of New York, does hereby certify as follows:

     FIRST: The name of the corporation is WESTFIELD DISPOSAL SERVICE, INC.

     SECOND: The purpose of the corporation are to carry on the business of
garbage disposal and further to engage in any lawful act or activity for which
corporations may be organized under the Business Corporations Law of the State
of New York. The corporation is not formed to engage in any act or activity
requiring the consent or approval of any state official, department, board,
agency, or other body.

     THIRD: The office of this Corporation is to be located in the Village of
Westfield, Chautauqua County and State of New York.

     FOURTH: The aggregate number of shares which the Corporation shall have the
authority to issue is one thousand (1000) shares of one class only which shares
are without par values.

     FIFTH: The Secretary of State of the State of New York is hereby designated
as the agent of this Corporation upon whom process against this Corporation may
be served. The post office address to which the Secretary of State shall mail a
copy of any process against this corporation served upon him as agent for this
Corporation is: 148 Union Street,

          Chautauqua                         New York, 14787.

                                        1


     SIXTH: The duration of the corporation shall be perpetual.

     IN WITNESS WHEREOF, this certificate has been subscribed this 22nd day of
September, 1983 by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.

                                        /s/ Raymond L. Schuster
                                        ----------------------------------------
                                        Raymond L. Schuster
                                        148 Union Street
                                        Westfield, New York 14787

STATE OF NEW YORK     )
                      ) SS.:
COUNTY OF CHAUTAUQUA  )

     On this 22nd day of September in the year Nineteen Hundred and Eighty-Three
before me personally came

                               RAYMOND L. SCHUSTER

to me known and known to me to be the same individual described in and who
executed the foregoing certificate of incorporation and he acknowledged to me
that he executed the same.

                                        /s/ Ruth A. Neal
                                        ----------------------------------------
                                            Notary Public
                                        [SEAL]
                                        RUTH A. NEAL #4464761
                                        NOTARY PUBLIC, STATE OF NEW YORK
                                        QUALIFIED IN CHAUTAUQUA COUNTY
                                        MY COMMISSION EXPIRES MARCH 30 1984

                                       -2-


                             NYS DEPARTMENT OF STATE
================================================================================
     FILING RECEIPT         NAME RESERVATION (BUSINESS)
================================================================================
CORPORATION NAME

          WESTFIELD DISPOSAL SERVICE, INC. (RES FOR 60 DAYS)
- --------------------------------------------------------------------------------
DATE FILED          DURATION & COUNTY CODE     FILM NUMBER        CASH NUMBER
          09/14/83                                  B020134-1             234449
- --------------------------------------------------------------------------------
            NUMBER AND KIND OF SHARES             LOCATION OF PRINCIPAL OFFICE
- --------------------------------------------------------------------------------
COMMENTS

         FOR BRANDT & LAUGHLIN (SUBMIT CTF FOR FILING)
         *INFO
- --------------------------------------------------------------------------------
             ADDRESS FOR PROCESS                      REGISTERED AGENT
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
FEES AND/OR TAX PAID AS FOLLOWS


AMOUNT OF CHECK $_______   AMOUNT OF MONEY ORDER $00020.00 AMOUNT OF CASH $_____

$_________DOLLAR FEE TO COUNTY                       $       FILING
                                                     $       TAX
FILER NAME AND ADDRESS                               $       CERTIFIED COPY
           BRANDT & LAUGHLIN                         $ 20.00 CERTIFICATE
           2 W. MAIN ST.
           P.O. BOX 109                              TOTAL PAYMENT $  0000020.00
           FREDONIA NY
                                                         REFUND OF $
                                                                       TO FOLLOW
================================================================================
                                    GAIL S SHAFFER - SECRETARY OF STATE

                                        3

                                                                       B025886

                          CERTIFICATE OF INCORPORATION

                                       OF

                        WESTFIELD DISPOSAL SERVICE, INC.

                                    ORIGINAL
                                                                   INFO. B270465
                             BRANDT & LAUGHLIN, P. C.
                                ATTORNEYS AT LAW
                     BRANDT, LAUGHLIN, SCHAACK, WHIPPLE
                                 AND CLARK, P.C.
                                Attorneys at Law
                               2 West Main Street
                            Fredonia, New York 14063

                Tuttle Law Print, Inc., Publishers, Rutland, VT.
                            STATE OF NEW YORK
                            DEPARTMENT OF STATE
                            FILED OCT 3 1983
                            AMT. OF CHECK $ 160
                            FILING FEE $ 100
                            TAX $ 50
                            COUNTY FEE $______
                            COPY $____________
                            CERT $____________
                            REFUND $__________
                            SPEC HANDLE $ 10
                            BY
                              ----------------
                                 Chautauqua

                                        4


STATE OF NEW YORK   }
                      SS:
DEPARTMENT OF STATE }

I HEREBY CERTIFY THAT THE ANNEXED COPY HAS BEEN COMPARED WITH THE ORIGINAL
DOCUMENT IN THE CUSTODY OF THE SECRETARY OF STATE AND THAT THE SAME IS A TRUE
COPY OF SAID ORIGINAL.

     WITNESS MY HAND AND SEAL OF THE DEPARTMENT OF STATE ON MAY 28 2002

                    [SEAL]
                STATE OF NEW YORK
               DEPARTMENT OF STATE

                                        /s/ [ILLEGIBLE]
                                        ----------------------------------------
                                        SPECIAL DEPUTY SECRETARY OF STATE



                    CERTIFICATE OF CHANGE OF INCORPORATION OF

                        WESTFIELD DISPOSAL SERVICE, INC.

     Under Section 805-A of the Business Corporation Law.

     The undersigned, desiring to change the Certificate of Incorporation of
WESTFIELD DISPOSAL SERVICE, INC., for the purpose of changing the address of the
Corporation and the address for which the Secretary of State is to receive
process, do hereby Certify that:

     FIRST: The name of the Corporation is WESTFIELD DISPOSAL SERVICE, INC., and
the Corporation was formed under said name.

     SECOND: The Certificate of Incorporation was filed with the Department of
State of the State of New York on October 3, 1983.

     THIRD: The Certificate of Incorporation is changed to change the
designation of the address for service of process as follows:

     (a)  Paragraph the "fifth" is changed in part to read as follows:

         "The address to which the Secretary of State shall mail a copy of
process in any action or proceeding against the Corporation which may be served
upon him is: 148 Union Street, Westfield, New York 14787".

     FOURTH: The change of the Certificate of Incorporation of WESTFIELD
DISPOSAL SERVICE, INC., was authorized by unanimous written consent of the Board
of Directors.

     IN WITNESS WHEREOF, this Certificate has been subscribed this 28th
day of December, 1984 by the undersigned who affirm that the statements made
herein are true under the penalties of perjury.

                                        /s/ Raymond L. Schuster
                                        ----------------------------------------
                                        Raymond L. Schuster, President

                                        /s/ June M. Schuster
                                        ----------------------------------------
                                        June M. Schuster, Secretary.


                                      1


STATE OF NEW YORK     )
COUNTY OF CHAUTAUQUA  ) ss.:

RAYMOND L. SCHUSTER & JUNE M. SCHUSTER being duly sworn depose and say:

That they are the President and Secretary of WESTFIELD DISPOSAL SERVICES,
INC., the Corporation named in and described in the foregoing Certificate.
That they have read the foregoing Certificate and know the contents thereof,
and that the same is true of their own knowledge, except as to those matters
therein stated to be alleged upon information and belief, and as to
those matters they believe it to be true.

                                                /s/ Raymond L. Schuster
                                                --------------------------------
                                                Raymond L. Schuster, President

                                                /s/ June M. Schuster
                                                --------------------------------
                                                June M. Schuster, Secretary

Sworn to before me on this
28th day of December, 1984

/s/ Ruth A. Neal
- -----------------
Notary Public

[SEAL]
RUTH A. NEAL 4464761
NOTARY PUBLIC, STATE OF NEW YORK
QUALIFIED IN CHAUTAUQUA COUNTY
MY COMMISSION EXPIRES MARCH 30 1986

                                      -2-



                                December  , 1984

                         WESTFIELD DISPOSAL SERVICE INC.

                                 CERTIFICATE OF
                             CHANGE OF INCORPORATION
                       OF WESTFIELD DISPOSAL SERVICE, INC.

                             BRANDT & LAUGHLIN, P. C.
                                ATTORNEYS AT LAW
                                 2 West Main St.
                                    P.O.B. 109
                               FREDONIA, N.Y. 10463
                 Tuttle Law Print, Inc., Publishers, Rutland, VT.


                            STATE OF NEW YORK
                            DEPARTMENT OF STATE
                            FILED MAR 6 1985
                            AMT. OF CHECK $ 20
                            FILING FEE $ 20
                            TAX $_____________
                            COUNTY FEE $______
                            COPY $____________
                            CERT $____________
                            REFUND $__________
                            SPEC HANDLE $_____

                            BY /s/
                              ----------------
                                Chautauqua



                                                                   Exhibit 3.126

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                        WESTFIELD DISPOSAL SERVICE, INC.



                          AMENDED AND RESTATED BY-LAWS

                                TABLE OF CONTENTS



                                                                                                     Page
                                                                                                     ----
                                                                                                      
ARTICLE I   STOCKHOLDERS.................................................................................1
  1.1       Place of Meetings............................................................................1
  1.2       Annual Meeting...............................................................................1
  1.3       Special Meetings.............................................................................1
  1.4       Notice of Meetings...........................................................................1
  1.5       Voting List..................................................................................2
  1.6       Quorum.......................................................................................2
  1.7       Adjournments.................................................................................2
  1.8       Voting and Proxies...........................................................................2
  1.9       Action at Meeting............................................................................2
  1.10      Conduct of Meetings..........................................................................3
  1.11      Action without Meeting.......................................................................3

ARTICLE II  DIRECTORS....................................................................................4
  2.1       General Powers...............................................................................4
  2.2       Number; Election and Qualification...........................................................4
  2.3       Enlargement of the Board.....................................................................4
  2.4       Tenure.......................................................................................4
  2.5       Vacancies....................................................................................4
  2.6       Resignation .................................................................................5
  2.7       Regular Meetings.............................................................................5
  2.8       Special Meetings.............................................................................5
  2.9       Notice of Special Meetings...................................................................5
  2.10      Meetings by Conference Communications Equipment..............................................5
  2.11      Quorum.......................................................................................5
  2.12      Action at Meeting............................................................................6
  2.13      Action by Consent............................................................................6
  2.14      Removal......................................................................................6
  2.15      Committees...................................................................................6
  2.16      Compensation of Directors....................................................................6

ARTICLE III OFFICERS.....................................................................................7
  3.1       Titles.......................................................................................7
  3.2       Election.....................................................................................7
  3.3       Qualification................................................................................7
  3.4       Tenure.......................................................................................7
  3.5       Resignation and Removal......................................................................7
  3.6       Vacancies....................................................................................7


                                       -i-




                                                                                                     
  3.7       Chairman of the Board........................................................................8
  3.8       President; Chief Executive Officer...........................................................8
  3.9       Vice Presidents..............................................................................8
  3.10      Secretary and Assistant Secretaries..........................................................8
  3.11      Treasurer and Assistant Treasurers...........................................................9
  3.12      Salaries.....................................................................................9

ARTICLE IV  CAPITAL STOCK................................................................................9
  4.1       Issuance of Stock............................................................................9
  4.2       Certificates of Stock........................................................................9
  4.3       Transfers...................................................................................10
  4.4       Lost, Stolen or Destroyed Certificates......................................................10
  4.5       Record Date.................................................................................10

ARTICLE V   GENERAL PROVISIONS..........................................................................11
  5.1       Fiscal Year.................................................................................11
  5.2       Corporate Seal..............................................................................11
  5.3       Waiver of Notice............................................................................11
  5.4       Voting of Securities........................................................................11
  5.5       Evidence of Authority.......................................................................12
  5.6       Certificate of Incorporation................................................................12
  5.7       Transactions with Interested Parties........................................................12
  5.8       Severability................................................................................12
  5.9       Pronouns....................................................................................13

ARTICLE VI  AMENDMENTS..................................................................................13
  6.1       By the Board of Directors...................................................................13
  6.2       By the Stockholders.........................................................................13


                                      -ii-


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                        WESTFIELD DISPOSAL SERVICE, INC.


                                    ARTICLE I

                                  STOCKHOLDERS

     1.1    PLACE OF MEETINGS. All meetings of stockholders shall be held at
such place as may be designated from time to time by the Board of Directors, the
Chairman of the Board or the President or, if not so designated, at the
principal office of the corporation.

     1.2    ANNUAL MEETING. Unless directors are elected by consent in lieu of
an annual meeting, the annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly be
brought before the meeting shall be held during the month of March on a date and
at a time designated by the Board of Directors, the Chairman of the Board or the
President (which date shall not be a legal holiday in the place where the
meeting is to be held). If no annual meeting is held in accordance with the
foregoing provisions, a special meeting may be held in lieu of the annual
meeting, and any action taken at that special meeting shall have the same effect
as if it had been taken at the annual meeting, and in such case all references
in these By-laws to the annual meeting of the stockholders shall be deemed to
refer to such special meeting.

     1.3    SPECIAL MEETINGS. Special meetings of stockholders for any purpose
or purposes may be called at any time by the Board of Directors, the Chairman of
the Board or the President, but such special meetings may not be called by any
other person or persons. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.

     1.4    NOTICE OF MEETINGS. Except as otherwise provided by law, written
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and time of the meeting and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting. The notice of a special meeting
shall state, in addition, the purpose or purposes for which the meeting is
called. If notice is given by mail, such notice shall be deemed given when
deposited in the United States mail, postage prepaid,



directed to the stockholder at such stockholder's address as it appears on the
records of the corporation.

     1.5    VOTING LIST. The Secretary shall prepare, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. The list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

     1.6    QUORUM. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. A quorum, once established at a meeting,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum.

     1.7    ADJOURNMENTS. Any meeting of stockholders may be adjourned from time
to time to any other time and to any other place at which a meeting of
stockholders may be held under these By-laws by the stockholders present or
represented at the meeting and entitled to vote, although less than a quorum,
or, if no stockholder is present, by any officer entitled to preside at or to
act as secretary of such meeting. At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.

     1.8    VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder, unless
otherwise provided by law or the Certificate of Incorporation. Each stockholder
of record entitled to vote at a meeting of stockholders, or to express consent
or dissent to corporate action without a meeting, may vote or express such
consent or dissent in person or may authorize another person or persons to vote
or act for such stockholder by a proxy executed and delivered to the Secretary
of the corporation. No such proxy shall be voted or acted upon after six months
from the date of its execution, unless the proxy expressly provides for a longer
period.

     1.9    ACTION AT MEETING. When a quorum is present at any meeting, any
matter other than the election of directors to be voted upon by the stockholders
at such meeting shall be decided by the vote of the holders of shares of stock
having a majority of the votes cast by the holders of all of the shares of stock
present or represented and voting on such matter (or if there are two or more
classes of stock entitled to vote as separate classes, then in the case of each
such class, the holders of a majority of the stock of that class present or
represented and voting on such matter), except when a different vote is required
by law, the Certificate of Incorporation or these By-Laws. When a quorum is
present at any meeting, any election by stockholders of directors shall be
determined by a plurality of the votes cast on the election.

                                       -2-


     1.10   CONDUCT OF MEETINGS.

            (a)     CHAIRMAN OF MEETING. Meetings of stockholders shall be
presided over by the Chairman of the Board, if any, or in the Chairman's absence
by the Vice Chairman of the Board, if any, or in the Vice Chairman's absence by
the President, or in the President's absence by a Vice President, or in the
absence of all of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen by vote of
the stockholders at the meeting. The Secretary shall act as secretary of the
meeting, but in the Secretary's absence the chairman of the meeting may appoint
any person to act as secretary of the meeting.

            (b)     RULES, REGULATIONS AND PROCEDURES. The Board of Directors of
the corporation may adopt by resolution such rules, regulations and procedures
for the conduct of any meeting of stockholders of the corporation as it shall
deem appropriate. Except to the extent inconsistent with such rules, regulations
and procedures as adopted by the Board of Directors, the chairman of any meeting
of stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the corporation, their duly authorized
and constituted proxies or such other persons as shall be determined; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with the rules of parliamentary procedure.

     1.11   ACTION WITHOUT MEETING.

            (a)     TAKING OF ACTION BY CONSENT. Any action required or
permitted to be taken at any annual or special meeting of stockholders of the
corporation may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, is signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote on such action were present and voted. Except
as otherwise provided by the Certificate of Incorporation, stockholders may act
by written consent to elect directors; provided, however, that, if such consent
is less than unanimous, such action by written consent may be in lieu of holding
an annual meeting only if all of the directorships to which directors could be

                                       -3-


elected at an annual meeting held at the effective time of such action are
vacant and are filled by such action.

            (b)     NOTICE OF TAKING OF CORPORATE ACTION. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing
and who, if the action had been taken at a meeting, would have been entitled to
notice of the meeting if the record date for such meeting had been the date that
written consents signed by a sufficient number of holders to take the action
were delivered to the corporation.

                                   ARTICLE II

                                    DIRECTORS

     2.1    GENERAL POWERS. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law, the
Certificate of Incorporation or these By-laws. In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board until the vacancy is filled.

     2.2    NUMBER; ELECTION AND QUALIFICATION. The number of directors which
shall constitute the whole Board of Directors shall be determined from time to
time by resolution of the stockholders or the Board of Directors, but in no
event shall be less than one. The number of directors may be decreased at any
time and from time to time either by the stockholders or by a majority of the
directors then in office, but only to eliminate vacancies existing by reason of
the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote on such election. Directors need
not be stockholders of the corporation.

     2.3    ENLARGEMENT OF THE BOARD. The number of directors may be increased
at any time and from time to time by the stockholders or by a majority of the
directors then in office.

     2.4    TENURE. Each director shall hold office until the next annual
meeting and until a successor is elected and qualified, or until such director's
earlier death, resignation or removal.

     2.5    VACANCIES. Unless and until filled by the stockholders, any vacancy
in the Board of Directors, however occurring, including a vacancy resulting from
an enlargement of the Board, may be filled by vote of a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. A director elected to fill a vacancy shall be elected for the
unexpired term of such director's predecessor in office, and a director chosen
to fill a position resulting from an increase in the number of directors shall
hold office until the next

                                       -4-


annual meeting of stockholders and until a successor is elected and qualified,
or until such director's earlier death, resignation or removal.

     2.6    RESIGNATION. Any director may resign by delivering a resignation in
writing or by electronic transmission to the corporation at its principal office
or to the Chairman of the Board, the President or the Secretary. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some later time or upon the happening of some later event.

     2.7    REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall be determined from time to
time by the Board of Directors; provided that any director who is absent when
such a determination is made shall be given notice of the determination. A
regular meeting of the Board of Directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

     2.8    SPECIAL MEETINGS. Special meetings of the Board of Directors may be
held at any time and place designated in a call by the Chairman of the Board,
the President, two or more directors, or by one director in the event that there
is only a single director in office.

     2.9    NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be duly given to each
director (i) by giving notice to such director in person or by telephone at
least 24 hours in advance of the meeting, (ii) by sending a telegram or
delivering written notice by hand, to such director's last known business or
home address at least 48 hours in advance of the meeting, or (iii) by sending
written notice, via first-class mail or reputable overnight courier, to such
director's last known business or home address at least 72 hours in advance of
the meeting. A notice or waiver of notice of a meeting of the Board of Directors
need not specify the purposes of the meeting.

     2.10   MEETINGS BY CONFERENCE COMMUNICATIONS EQUIPMENT. Directors may
participate in meetings of the Board of Directors or any committee thereof by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such meeting.

     2.11   QUORUM. A majority of the total number of the whole Board of
Directors shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third of
the number of directors fixed pursuant to Section 2.2 of these By-laws
constitute a quorum. In the absence of a quorum at any such meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice other than announcement at the meeting, until a quorum shall be
present.

                                       -5-


     2.12   ACTION AT MEETING. At any meeting of the Board of Directors at which
a quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these By-laws.

     2.13   ACTION BY CONSENT. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent to the action in writing or by electronic transmission, and the written
consents and electronic transmissions are filed with the minutes of proceedings
of the Board or committee.

     2.14   REMOVAL. Any one or more or all of the directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors, except that the directors elected by the
holders of a particular class or series of stock may be removed without cause
only by vote of the holders of a majority of the outstanding shares of such
class or series.

     2.15   COMMITTEES. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of law, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the corporation to be
affixed to all papers which may require it. Each such committee shall keep
minutes and make such reports as the Board of Directors may from time to time
request. Except as the Board of Directors may otherwise determine, any committee
may make rules for the conduct of its business, but unless otherwise provided by
the directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these By-laws for the Board of
Directors.

     2.16   COMPENSATION OF DIRECTORS. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

                                       -6-


                                   ARTICLE III

                                    OFFICERS

     3.1    TITLES. The officers of the corporation shall consist of a
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors may determine, including a Chairman of the
Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant
Treasurers, and Assistant Secretaries. The Board of Directors may appoint such
other officers as it may deem appropriate.

     3.2    ELECTION. The President, Treasurer and Secretary shall be elected
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

     3.3    QUALIFICATION. No officer need be a stockholder. Any two or more
offices may be held by the same person.

     3.4    TENURE. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-laws, each officer shall hold office until such
officer's successor is elected and qualified, unless a different term is
specified in the resolution electing or appointing such officer, or until such
officer's earlier death, resignation or removal.

     3.5    RESIGNATION AND REMOVAL. Any officer may resign by delivering a
written resignation to the corporation at its principal office or to the Chief
Executive Officer or the Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some later time or upon the
happening of some later event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office,

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following such officer's resignation or removal, or any right to
damages on account of such removal, whether such officer's compensation be by
the month or by the year or otherwise, unless such compensation is expressly
provided in a duly authorized written agreement with the corporation.

     3.6    VACANCIES. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary. Each such successor shall hold office for the unexpired term of
such officer's predecessor and until a successor is elected and qualified, or
until such officer's earlier death, resignation or removal.

                                       -7-


     3.7    CHAIRMAN OF THE BOARD. The Board of Directors may appoint from its
members a Chairman of the Board. If the Board of Directors appoints a Chairman
of the Board, such Chairman shall perform such duties and possess such powers as
are assigned by the Board of Directors and, if the Chairman of the Board is also
designated as the corporation's Chief Executive Officer, shall have the powers
and duties of the Chief Executive Officer prescribed in Section 3.8 of these
By-laws. Unless otherwise provided by the Board of Directors, the Chairman of
the Board shall preside at all meetings of the Board of Directors and
stockholders.

     3.8    PRESIDENT; CHIEF EXECUTIVE OFFICER. Unless the Board of Directors
has designated the Chairman of the Board or another person as the corporation's
Chief Executive Officer, the President shall be the Chief Executive Officer of
the corporation. The Chief Executive Officer shall have general charge and
supervision of the business of the Corporation subject to the direction of the
Board of Directors. The President shall perform such other duties and shall have
such other powers as the Board of Directors and the Chief Executive Officer (if
the Chairman of the Board or another person is serving in such position) may
from time to time prescribe.

     3.9    VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe. In the event of the absence, inability or refusal
to act of the Chief Executive Officer, the President (if the President is not
the Chief Executive Officer), and then the Vice President (or if there shall be
more than one, the Vice Presidents in the order determined by the Board of
Directors), shall perform the duties of the Chief Executive Officer and when so
performing shall have all the powers of and be subject to all the restrictions
upon the Chief Executive Officer. The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.

     3.10   SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall perform
such duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the secretary, including without limitation the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary, the Assistant Secretary, (or if there shall be more than one,
the Assistant Secretaries in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

                                       -8-


     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the chairman of the meeting shall designate a
temporary secretary to keep a record of the meeting.

     3.11   TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned by the
Board of Directors or the Chief Executive Officer. In addition, the Treasurer
shall perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Treasurer, the Assistant Treasurer, (or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.

     3.12   SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                                   ARTICLE IV

                                  CAPITAL STOCK

     4.1    ISSUANCE OF STOCK. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any shares of the authorized capital stock of the
corporation held in the corporation's treasury may be issued, sold, transferred
or otherwise disposed of by vote of the Board of Directors in such manner, for
such lawful consideration and on such terms as the Board of Directors may
determine.

     4.2    CERTIFICATES OF STOCK. Every holder of stock of the corporation
shall be entitled to have a certificate, in such form as may be prescribed by
law and by the Board of Directors, certifying the number and class of shares
owned by such holder in the corporation. Each such certificate shall be signed
by, or in the name of the corporation by, the Chairman or Vice-Chairman, if any,
of the Board of Directors, or the President or a Vice President, and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation. Any or all of the signatures on the certificate may be a
facsimile.

                                       -9-


     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, these By-laws,
applicable securities laws or any agreement among any number of stockholders or
among such holders and the corporation shall have conspicuously noted on the
face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of each certificate representing shares of such
class or series of stock, provided that in lieu of the foregoing requirements
there may be set forth on the face or back of each certificate representing
shares of such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests a copy of the full
text of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

     4.3    TRANSFERS. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of these By-laws.

     4.4    LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may issue a
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.

     4.5    RECORD DATE. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of

                                      -10-


any change, conversion or exchange of stock, or for the purpose of any other
lawful action. Such record date shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 10 days after the date of
adoption of a record date for a consent without a meeting, nor more than 60 days
prior to any other action to which such record date relates.

     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. If no record date is fixed, the record date for determining
stockholders entitled to express consent to corporate action without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first consent is properly delivered to the corporation. If no record
date is fixed, the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating to such purpose.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                                    ARTICLE V

                               GENERAL PROVISIONS

     5.1    FISCAL YEAR. Except as from time to time otherwise designated by the
Board of Directors, the fiscal year of the corporation shall begin on the first
day of May of each year and end on the last day of April in each year.

     5.2    CORPORATE SEAL. The corporate seal shall be in such form as shall be
approved by the Board of Directors.

     5.3    WAIVER OF NOTICE. Whenever notice is required to be given by law, by
the Certificate of Incorporation or by these By-laws, a written waiver, signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before, at or after the time stated in such
notice, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     5.4    VOTING OF SECURITIES. Except as the Board of Directors may otherwise
designate, the President or the Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at,

                                      -11-


any meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this corporation.

     5.5    EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

     5.6    CERTIFICATE OF INCORPORATION. All references in these By-laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

     5.7    TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors at which the contract or transaction is authorized or solely
because any such director's or officer's votes are counted for such purpose, if:

            (a)     The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum;

            (b)     The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or

            (c)     The contract or transaction is fair as to the corporation as
of the time it is authorized, approved or ratified, by the Board of Directors, a
committee of the Board of Directors, or the stockholders.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     5.8    SEVERABILITY. Any determination that any provision of these By-laws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-laws.

                                      -12-


     5.9    PRONOUNS. All pronouns used in these By-laws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.

                                   ARTICLE VI

                                   AMENDMENTS

     6.1    BY THE BOARD OF DIRECTORS. These By-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present.

     6.2    BY THE STOCKHOLDERS. These By-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of the holders of
a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting.

                                      -13-



                                                                   Exhibit 3.127

                                                                          [LOGO]

                                STATE OF VERMONT

                          OFFICE OF SECRETARY OF STATE

     I, DEBORAH L. MARKOWITZ, SECRETARY OF STATE OF THE STATE OF VERMONT, DO
HEREBY CERTIFY THAT THE ATTACHED IS A TRUE COPY OF


                               CORPORATE DOCUMENTS

                                       FOR

                             WINTERS BROTHERS, INC.


                                           JUNE 7, 2002

                                           GIVEN UNDER MY HAND AND THE SEAL
                                           OF THE STATE OF VERMONT, AT
                                           MONTPELIER, THE STATE CAPITAL

                                           /s/ Deborah L. Markowitz

                                           DEBORAH L. MARKOWITZ
                                           SECRETARY OF STATE

[SEAL]



                                                                         V-56282

                            ARTICLES OF INCORPORATION

                                       OF

                             WINTERS BROTHERS, INC.


                                STATE OF VERMONT

                           Secretary of State's Office

                               Filed Oct 13, 1995

                               /s/ James F. Milne
                           ---------------------------
                               Secretary of State

                        Filing Fee of $75.00 has been paid



                            ARTICLES OF INCORPORATION

                                       OF

                             WINTERS BROTHERS, INC.


                                    ARTICLE I

                                      NAME

     The name of the corporation shall be Winters Brothers, Inc.

                                   ARTICLE II

                     REGISTERED OFFICE AND REGISTERED AGENT

     The initial registered office of the corporation shall be One Church
Street, City of Burlington, County of Chittenden, State of Vermont 05401, and
the initial registered agent at such address shall be Paul, Frank & Collins,
Inc.

                                   ARTICLE III

                               GENERAL CORPORATION

     This corporation is a Vermont general corporation, formed pursuant to Title
11A of Vermont Statutes Annotated.

                                   ARTICLE IV

                                AUTHORIZED SHARES

     The aggregate number of shares the corporation shall have authority to
issue is: ten thousand (10,000) shares of one class of shares, said class
consisting of voting common shares. The sole class of shares shall have
unlimited voting rights and shall be entitled to receive the net assets of the
corporation upon dissolution.

                                        1


                                    ARTICLE V

                       SHAREHOLDER ACTION WITHOUT MEETING

     Action required or permitted to be taken by the shareholders of a
corporation at a shareholders' meeting may be taken without a meeting if the
action is taken by the holders of at least a majority of all of the shares
entitled to vote on the action, and if each shareholder is given prior notice of
the action proposed to be taken. Each action must be evidenced by one or more
written consents describing the action taken, signed by the holders of at least
a majority of the shares, and filed in the corporate minute book. Prompt notice
of any action taken by less than unanimous written consent in lieu of a meeting
shall be given to all shareholders entitled to vote on such action.

                                   ARTICLE VI

             GREATER QUORUM OR VOTING REQUIREMENTS FOR SHAREHOLDERS

     The shareholders of the corporation may adopt or amend a bylaw that fixes a
greater quorum or voting requirement for shareholders (or voting groups of
shareholders) than is required by the Vermont Business Corporation Act.

                                   ARTICLE VII

                               DIRECTOR LIABILITY

     To the extent permitted by Section 2.02(b)(4) of the Vermont Business
Corporation Act, as the same may be supplemented and amended, no director of the
corporation shall be personally liable to the corporation or its shareholders
for money damages for any action taken, or any failure to take any action,
solely as a director, based on a failure to discharge his or her own duties in
accordance with Section 8.30 of the Vermont Business Corporation Act, as the
same may be supplemented and amended.

                                  ARTICLE VIII

                           INITIAL BOARD OF DIRECTORS

     Joseph M. Winters, 104 Metcalf Drive, Williston, VT 05495
     Andrew B. Winters, 104 Metcalf Drive, Williston, VT 05495

                                        2


                                   ARTICLE IX

                                  INCORPORATORS

     The name and address of the sole incorporator is:

     NAME                                      ADDRESS
     ----                                      -------

     B. Michael Frye                           RD 2, Box 3860
                                               Bristol, VT 05433


     Executed by the undersigned incorporator as of this 11th day of October,
1995.

                                        INCORPORATOR:

                                        /s/ B. Michael Frye
                                        -------------------------------------
                                        B. Michael Frye


                                        Category of Business for Vermont
                                        Department of Economic Development's
                                        Data Base:

                                        Durable Goods/Wholesale

                                        3


                                                                            5628
                               ARTICLES OF MERGER               VERMONT
                                                           SECRETARY OF STATE
                                       OF
                                                            97 DEC 19 PM 9:28
                              WB ACQUISITION, INC.      59565
                             (A VERMONT CORPORATION)

                                      INTO

                             WINTERS BROTHERS, INC.     56282
                             (A VERMONT CORPORATION)

     Pursuant to the provisions of Sections 11.01 et seq. of the Vermont
Business Corporation Act, the undersigned corporation, Winters Brothers, Inc.,
adopts the following Articles of Merger for the purpose of merging WB
Acquisition, Inc. into Winters Brothers, Inc., with Winters Brothers, Inc. as
the surviving corporation:

     FIRST: The Plan of Merger, a copy of which is attached hereto and
identified as "Exhibit A", was approved by the Board of Directors and the sole
shareholder of WB Acquisition, Inc., and by the Board of Directors and
shareholders of Winters Brothers, Inc., in the manner prescribed by
Section 11.03 of the Vermont Business Corporation Act.

     SECOND: As to each of the constituent corporations, the number of shares
outstanding and the designation and number of outstanding shares of each class
entitled to vote as a class on such plan, are as follows:



                                                                  NUMBER OF
                               NUMBER                             VOTES
     NAME OF                   OF SHARES       DESIGNATION        ENTITLED TO
     CORPORATION               OUTSTANDING     OF CLASS           BE CAST
     -----------               -----------     -----------        -----------
                                                           
     WB Acquisition, Inc.         1,000        Common               1,000
     Winters Brothers, Inc.       1,036        Common               1,036




     THIRD: As to each of the constituent corporations, the total number of
shares voted for and against such plan, respectively, and, as to each class
entitled to vote thereon as a class, the number of shares of such class voted
for and against such plan, respectively, are as follows:



                           TOTAL      TOTAL
NAME OF                    VOTED      VOTED                 VOTED    VOTED
CORPORATION                FOR        AGAINST   CLASS       FOR      AGAINST
- -----------                -----      -------   -----       -----    -------
                                                      
WB Acquisition, Inc.       1,000      None      Common      1,000    None
Winters Brothers, Inc.     1,036      None      Common      1,036    None


     FOURTH: The merger shall take effect upon the later to occur of (i) the
filing of Articles of Merger relating to this merger with the Secretary of State
of Vermont; or (ii) the filing of Articles of Merger for the merger of JC
Acquisition, Inc. into All Cycle Waste, Inc. with the Secretary of State of
Vermont.

     Dated: December 19, 1997.

                                        WB ACQUISITION, INC.,
                                        A VERMONT CORPORATION

                                        BY:  /s/ John W. Casella
                                             -------------------------------
                                             JOHN W. CASELLA,
                                             ITS PRESIDENT


                                        WINTERS BROTHERS, INC.
                                        A VERMONT CORPORATION

                                        BY:  /s/ Joseph M. Winters
                                             -------------------------------
                                             JOSEPH M. WINTERS,
                                             ITS PRESIDENT


STATE OF VERMONT
CHITTENDEN COUNTY, SS.

     At Burlington, in said County, this 19th day of December, 1997, personally
appeared JOHN CASELLA, duly authorized agent of WB ACQUISITION, INC., who
acknowledged the above instrument, by him sealed and subscribed, to be his free
act and deed and the free act and deed of WB ACQUISITION, INC.

     Before me,

                                        /s/ Catherine Kronk
                                        ----------------------------------------
                                        Notary Public

                                        2-10-99
                                        ----------------------------------------
                                        Commission Expires


STATE OF VERMONT
CHITTENDEN COUNTY, SS.

     At Burlington, in said County, this 19th day of December, 1997, personally
appeared JOSPEH M. WINTERS, duly authorized agent of WINTERS BROTHERS, INC., who
acknowledged the above instrument, by him sealed and subscribed, to be his free
act and deed and the free act and deed of WINTERS BROTHERS, INC.

     Before me,

                                        /s/ Catherine Kronk
                                        ----------------------------------------
                                        Notary Public

                                        2-10-99
                                        ----------------------------------------
                                        Commission Expires



                                                                       EXHIBIT A

                                 PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER dated as of the 19th day of December, 1997,
pursuant to Sections 11.01 et seq. of the Vermont Business Corporation Act by
and between WB ACQUISITION, INC., a Vermont corporation ("WB Acquisition"), and
WINTERS BROTHERS, INC., a Vermont corporation ("Winters") (the two parties being
sometimes collectively referred to as the "Constituent Corporations").

     WHEREAS, WB Acquisition is a corporation duly organized and existing under
the laws of the State of Vermont, with authorized capital stock of 1,000 shares
of common stock, without par value, all of which immediately prior to the
Effective Date, as defined in Section 1.5 hereof, will be issued and outstanding
and held by Casella Waste Systems, Inc., a Delaware corporation ("CWS"); and

     WHEREAS, Winters is a corporation duly organized and existing under the
laws of the State of Vermont, with authorized capital stock of 10,000 shares of
common stock, with no par value, of which 1,036 shares are issued and
outstanding; and

     WHEREAS, the Boards of Directors and shareholders of Winters and WB
Acquisition have adopted resolutions declaring advisable the proposed merger
(the "Merger") of WB Acquisition with and into Winters upon the terms and
conditions hereinafter set forth and more particularly set forth in an Agreement
and Plan of Merger among CWS, JC Acquisition, Inc., Winters, WB Acquisition, All
Cycle Waste, Inc. and the shareholders of All Cycle Waste, Inc. and Winters
dated December 19, 1997 (the "Merger Agreement").

     NOW THEREFORE, the Constituent Corporations agree to effect the Merger
provided for in this Plan of Merger (the "Plan") on the terms and conditions set
forth herein.

     1.     GENERAL

            Section 1.1   MERGER. On the Effective Date, WB Acquisition shall be
merged into Winters (the "Merger"), and Winters will be the surviving
corporation whose name shall continue to be Winters Brothers, Inc.

            Section 1.2   CAPITALIZATION. The number of authorized shares of
capital stock of the surviving corporation shall be 1,000 shares of common
stock, with no par value.

            Section 1.3   CERTIFICATE OF INCORPORATION AND BY-LAWS. On the
Effective Date, the Articles of Incorporation of Winters, as in effect prior to
the Effective Date, shall be the same as the Articles of Incorporation of WB
Acquisition immediately prior to the Effective Date, except that the name of the
corporation set forth therein shall be changed to Winters Brothers,



Inc. More particularly, the Articles of Incorporation of the surviving
corporation shall be amended to include the following:

           -   Corporate Name:                  Winters Brothers, Inc.

           -   Registered Agent:                Miller, Eggleston & Cramer, Ltd.

           -   Address of Registered Office:    150 South Champlain Street
                                                Burlington, VT 05401

           -   Operating Year:                  April 30 is fiscal year end

           -   General Corporation (T.11A)

           -   Number of shares corporation
               is authorized to issue:          1,000 shares of common stock

           -   Classes of shares:               N/A

           -   Purpose:                         Any lawful purpose

           -   Directors:                       John W. Casella
                                                25 Greens Hill Lane
                                                Rutland, VT

                                                Douglas R. Casella
                                                25 Greens Hill Lane
                                                Rutland, VT

                                                James W. Bohlig
                                                25 Greens Hill Lane
                                                Rutland, VT

            Section 1.4   DIRECTORS AND OFFICERS. The officers and directors of
WB Acquisition shall become the officers and directors of Winters as of the
Effective Date.

            Section 1.5   EFFECTIVE DATE. The merger shall take effect upon the
later to occur of (i) the filing of Articles of Merger relating to the Merger
with the Secretary of State of Vermont; or (ii) the filing of Articles of Merger
for the merger of JC Acquisition, Inc. into All Cycle Waste, Inc. with the
Secretary of State of Vermont (the "Effective Date"). On the Effective Date of
the Merger, the separate existence of WB Acquisition shall cease, and all of its
property rights, privileges and franchises, of whatever nature and description,
shall be transferred to, vest in and devolve upon Winters without further act or
deed. Confirmatory deeds, assignments or other like instruments, when deemed
desirable by Winters to evidence such



transfer, vesting or devolution of any property, right, privilege or franchise,
shall at any time, or from time to time, be made and delivered in the name of WB
Acquisition by the acting officers thereof, or by the corresponding officers of
the surviving corporation, Winters Brothers, Inc.

            SECTION 2.    CAPITAL STOCK OF THE SURVIVING CORPORATION. Each share
of common stock of WB Acquisition, Inc. issued and outstanding immediately prior
to the Effective Date shall, upon the Effective Date, by virtue of the merger
and without any action on the part of the holder thereof, be converted into and
represent one share of common stock of Winters. Each share of common stock of
Winters issued and outstanding immediately prior to the Effective Date shall,
upon the Effective Date, by virtue of the merger and without any action on the
part of the holder thereof, be exchanged for and converted into such number of
shares of Class A common stock of Casella Waste Systems, Inc. as is equal to the
Conversion Ratio (as such term is defined in the Merger Agreement), all as is
more specifically set forth in the Merger Agreement.

            SECTION 3.    MISCELLANEOUS

                  Section 3.1    AGREEMENT AND PLAN OF MERGER. The obligations
of Winters and WB Acquisition to effect the merger shall be subject to all of
the terms and conditions of the Merger Agreement, and none of the provisions of
the Merger Agreement shall be deemed to be enlarged, modified or altered in any
way by this Plan. In the event of any inconsistency between the Plan and the
Merger Agreement, the Merger Agreement shall govern.

            Dated at Burlington, Vermont, the day and year first set forth
above.


                                               WB ACQUISITION, INC.

/s/ Catherine Kronk                     By:    /s/ John W. Casella
- --------------------------                     ---------------------------------
Witness                                        John W. Casella, Its President


                                               WINTERS BROTHERS, INC.

/s/ Catherine Kronk                     By:    /s/ Joseph M. Winters
- --------------------------                     ---------------------------------
Witness                                        Joseph M. Winters, President



                                                                   Exhibit 3.128

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                             WINTERS BROTHERS, INC.



                          AMENDED AND RESTATED BY-LAWS

                                TABLE OF CONTENTS



                                                                                     Page
                                                                                     ----
                                                                                     
ARTICLE I STOCKHOLDERS..................................................................1
 1.1      Place of Meetings.............................................................1
 1.2      Annual Meeting................................................................1
 1.3      Special Meetings..............................................................1
 1.4      Notice of Meetings............................................................1
 1.5      Voting List...................................................................2
 1.6      Quorum........................................................................2
 1.7      Adjournments..................................................................2
 1.8      Voting and Proxies............................................................2
 1.9      Action at Meeting.............................................................2
 1.10     Conduct of Meetings...........................................................3
 1.11     Action without Meeting........................................................3

ARTICLE II DIRECTORS....................................................................4
 2.1      General Powers................................................................4
 2.2      Number; Election and Qualification............................................4
 2.3      Enlargement of the Board......................................................4
 2.4      Tenure........................................................................4
 2.5      Vacancies.....................................................................4
 2.6      Resignation...................................................................5
 2.7      Regular Meetings..............................................................5
 2.8      Special Meetings..............................................................5
 2.9      Notice of Special Meetings....................................................5
 2.10     Meetings by Conference Communications Equipment...............................5
 2.11     Quorum........................................................................5
 2.12     Action at Meeting.............................................................6
 2.13     Action by Consent.................,...........................................6
 2.14     Removal.......................................................................6
 2.15     Committees....................................................................6
 2.16     Compensation of Directors.....................................................6

ARTICLE III OFFICERS....................................................................7
 3.1      Titles........................................................................7
 3.2      Election......................................................................7
 3.3      Qualification.................................................................7
 3.4      Tenure........................................................................7
 3.5      Resignation and Removal.......................................................7
 3.6      Vacancies.....................................................................7


                                      - i -


                                                                                     
 3.7      Chairman of the Board..........................................................8
 3.8      President; Chief Executive Officer.............................................8
 3.9      Vice Presidents................................................................8
 3.10     Secretary and Assistant Secretaries............................................8
 3.11     Treasurer and Assistant Treasurers.............................................9
 3.12     Salaries.......................................................................9

ARTICLE IV CAPITAL STOCK.................................................................9
 4.1      Issuance of Stock..............................................................9
 4.2      Certificates of Stock..........................................................9
 4.3      Transfers.....................................................................10
 4.4      Lost, Stolen or Destroyed Certificates........................................10
 4.5      Record Date...................................................................10

ARTICLE V GENERAL PROVISIONS............................................................11
 5.1      Fiscal Year...................................................................11
 5.2      Corporate Seal................................................................11
 5.3      Waiver of Notice..............................................................11
 5.4      Voting of Securities..........................................................11
 5.5      Evidence of Authority.........................................................12
 5.6      Certificate of Incorporation..................................................12
 5.7      Transactions with Interested Parties..........................................12
 5.8      Severability..................................................................12
 5.9      Pronouns......................................................................13

ARTICLE VI AMENDMENTS...................................................................13
 6.1      By the Board of Directors.....................................................13
 6.2      By the Stockholders...........................................................l3



                                     - ii -


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                             WINTERS BROTHERS, INC.


                                    ARTICLE I

                                  STOCKHOLDERS

     1.1    PLACE OF MEETINGS. All meetings of stockholders shall be held at
such place as may be designated from time to time by the Board of Directors, the
Chairman of the Board or the President or, if not so designated, at the
principal office of the corporation.

     1.2    ANNUAL MEETING. Unless directors are elected by consent in lieu of
an annual meeting, the annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly be
brought before the meeting shall be held during the month of March on a date and
at a time designated by the Board of Directors, the Chairman of the Board or the
President (which date shall not be a legal holiday in the place where the
meeting is to be held). If no annual meeting is held in accordance with the
foregoing provisions, a special meeting may be held in lieu of the annual
meeting, and any action taken at that special meeting shall have the same effect
as if it had been taken at the annual meeting, and in such case all references
in these By-laws to the annual meeting of the stockholders shall be deemed to
refer to such special meeting.

     1.3    SPECIAL MEETINGS. Special meetings of stockholders for any purpose
or purposes may be called at any time by the Board of Directors, the Chairman of
the Board or the President, but such special meetings may not be called by any
other person or persons. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.

     1.4    NOTICE OF MEETINGS. Except as otherwise provided by law, written
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and time of the meeting and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting. The notice of a special meeting
shall state, in addition, the purpose or purposes for which the meeting is
called. If notice is given by mail, such notice shall be deemed given when
deposited in the United States mail, postage prepaid,



directed to the stockholder at such stockholder's address as it appears on the
records of the corporation.

     1.5    VOTING LIST. The Secretary shall prepare, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. The list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

     1.6    QUORUM. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. A quorum, once established at a meeting,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum.

     1.7    ADJOURNMENTS. Any meeting of stockholders may be adjourned from time
to time to any other time and to any other place at which a meeting of
stockholders may be held under these By-laws by the stockholders present or
represented at the meeting and entitled to vote, although less than a quorum,
or, if no stockholder is present, by any officer entitled to preside at or to
act as secretary of such meeting. At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.

     1.8    VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder, unless
otherwise provided by law or the Certificate of Incorporation. Each stockholder
of record entitled to vote at a meeting of stockholders, or to express consent
or dissent to corporate action without a meeting, may vote or express such
consent or dissent in person or may authorize another person or persons to vote
or act for such stockholder by a proxy executed and delivered to the Secretary
of the corporation. No such proxy shall be voted or acted upon after six months
from the date of its execution, unless the proxy expressly provides for a longer
period.

     1.9    ACTION AT MEETING. When a quorum is present at any meeting, any
matter other than the election of directors to be voted upon by the stockholders
at such meeting shall be decided by the vote of the holders of shares of stock
having a majority of the votes cast by the holders of all of the shares of stock
present or represented and voting on such matter (or if there are two or more
classes of stock entitled to vote as separate classes, then in the case of each
such class, the holders of a majority of the stock of that class present or
represented and voting on such matter), except when a different vote is required
by law, the Certificate of Incorporation or these By-Laws. When a quorum is
present at any meeting, any election by stockholders of directors shall be
determined by a plurality of the votes cast on the election.

                                      - 2 -


     1.10   CONDUCT OF MEETINGS.

            (a)  CHAIRMAN OF MEETING. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in the Chairman's absence by the
Vice Chairman of the Board, if any, or in the Vice Chairman's absence by the
President, or in the President's absence by a Vice President, or in the absence
of all of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen by vote of
the stockholders at the meeting. The Secretary shall act as secretary of the
meeting, but in the Secretary's absence the chairman of the meeting may appoint
any person to act as secretary of the meeting.

            (b)  RULES, REGULATIONS AND PROCEDURES. The Board of Directors of
the corporation may adopt by resolution such rules, regulations and procedures
for the conduct of any meeting of stockholders of the corporation as it shall
deem appropriate. Except to the extent inconsistent with such rules, regulations
and procedures as adopted by the Board of Directors, the chairman of any meeting
of stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the corporation, their duly authorized
and constituted proxies or such other persons as shall be determined; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with the rules of parliamentary procedure.

     1.11   ACTION WITHOUT MEETING.

            (a)  TAKING OF ACTION BY CONSENT. Any action required or permitted
to be taken at any annual or special meeting of stockholders of the corporation
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted. Except as otherwise
provided by the Certificate of Incorporation, stockholders may act by written
consent to elect directors; provided, however, that, if such consent is less
than unanimous, such action by written consent may be in lieu of holding an
annual meeting only if all of the directorships to which directors could be

                                      - 3 -


elected at an annual meeting held at the effective time of such action are
vacant and are filled by such action.

            (b)  NOTICE OF TAKING OF CORPORATE ACTION. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing
and who, if the action had been taken at a meeting, would have been entitled to
notice of the meeting if the record date for such meeting had been the date that
written consents signed by a sufficient number of holders to take the action
were delivered to the corporation.

                                   ARTICLE II

                                    DIRECTORS

     2.1    GENERAL POWERS. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law, the
Certificate of Incorporation or these By-laws. In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board until the vacancy is filled.

     2.2    NUMBER; ELECTION AND QUALIFICATION. The number of directors which
shall constitute the whole Board of Directors shall be determined from time to
time by resolution of the stockholders or the Board of Directors, but in no
event shall be less than one. The number of directors may be decreased at any
time and from time to time either by the stockholders or by a majority of the
directors then in office, but only to eliminate vacancies existing by reason of
the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote on such election. Directors need
not be stockholders of the corporation.

     2.3    ENLARGEMENT OF THE BOARD. The number of directors may be increased
at any time and from time to time by the stockholders or by a majority of the
directors then in office.

     2.4    TENURE. Each director shall hold office until the next annual
meeting and until a successor is elected and qualified, or until such director's
earlier death, resignation or removal.

     2.5    VACANCIES. Unless and until filled by the stockholders, any vacancy
in the Board of Directors, however occurring, including a vacancy resulting from
an enlargement of the Board, may be filled by vote of a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. A director elected to fill a vacancy shall be elected for the
unexpired term of such director's predecessor in office, and a director chosen
to fill a position resulting from an increase in the number of directors shall
hold office until the next

                                      - 4 -


annual meeting of stockholders and until a successor is elected and qualified,
or until such director's earlier death, resignation or removal.

     2.6    RESIGNATION. Any director may resign by delivering a resignation in
writing or by electronic transmission to the corporation at its principal office
or to the Chairman of the Board, the President or the Secretary. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some later time or upon the happening of some later event.

     2.7    REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall be determined from time to
time by the Board of Directors; provided that any director who is absent when
such a determination is made shall be given notice of the determination. A
regular meeting of the Board of Directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

     2.8    SPECIAL MEETINGS. Special meetings of the Board of Directors may be
held at any time and place designated in a call by the Chairman of the Board,
the President, two or more directors, or by one director in the event that there
is only a single director in office.

     2.9    NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be duly given to each
director (i) by giving notice to such director in person or by telephone at
least 24 hours in advance of the meeting, (ii) by sending a telegram or
delivering written notice by hand, to such director's last known business or
home address at least 48 hours in advance of the meeting, or (iii) by sending
written notice, via first-class mail or reputable overnight courier, to such
director's last known business or home address at least 72 hours in advance of
the meeting. A notice or waiver of notice of a meeting of the Board of Directors
need not specify the purposes of the meeting.

     2.10   MEETINGS BY CONFERENCE COMMUNICATIONS EQUIPMENT. Directors may
participate in meetings of the Board of Directors or any committee thereof by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such meeting.

     2.11   QUORUM. A majority of the total number of the whole Board of
Directors shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third of
the number of directors fixed pursuant to Section 2.2 of these By-laws
constitute a quorum. In the absence of a quorum at any such meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice other than announcement at the meeting, until a quorum shall be
present.

                                      - 5 -


     2.12   ACTION AT MEETING. At any meeting of the Board of Directors at which
a quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these By-laws.

     2.13   ACTION BY CONSENT. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent to the action in writing or by electronic transmission, and the written
consents and electronic transmissions are filed with the minutes of proceedings
of the Board or committee.

     2.14   REMOVAL. Any one or more or all of the directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors, except that the directors elected by the
holders of a particular class or series of stock may be removed without cause
only by vote of the holders of a majority of the outstanding shares of such
class or series.

     2.15   COMMITTEES. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of law, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the corporation to be
affixed to all papers which may require it. Each such committee shall keep
minutes and make such reports as the Board of Directors may from time to time
request. Except as the Board of Directors may otherwise determine, any committee
may make rules for the conduct of its business, but unless otherwise provided by
the directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these By-laws for the Board of
Directors.

     2.16   COMPENSATION OF DIRECTORS. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

                                      - 6 -


                                   ARTICLE III

                                    OFFICERS

     3.1    TITLES. The officers of the corporation shall consist of a
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors may determine, including a Chairman of the
Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant
Treasurers, and Assistant Secretaries. The Board of Directors may appoint such
other officers as it may deem appropriate.

     3.2    ELECTION. The President, Treasurer and Secretary shall be elected
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

     3.3    QUALIFICATION. No officer need be a stockholder. Any two or more
offices may be held by the same person.

     3.4    TENURE. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-laws, each officer shall hold office until such
officer's successor is elected and qualified, unless a different term is
specified in the resolution electing or appointing such officer, or until such
officer's earlier death, resignation or removal.

     3.5    RESIGNATION AND REMOVAL. Any officer may resign by delivering a
written resignation to the corporation at its principal office or to the Chief
Executive Officer or the Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some later time or upon the
happening of some later event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following such officer's resignation or removal, or any right to
damages on account of such removal, whether such officer's compensation be by
the month or by the year or otherwise, unless such compensation is expressly
provided in a duly authorized written agreement with the corporation.

     3.6    VACANCIES. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary. Each such successor shall hold office for the unexpired term of
such officer's predecessor and until a successor is elected and qualified, or
until such officer's earlier death, resignation or removal.

                                      - 7 -


     3.7    CHAIRMAN OF THE BOARD. The Board of Directors may appoint from its
members a Chairman of the Board. If the Board of Directors appoints a Chairman
of the Board, such Chairman shall perform such duties and possess such powers as
are assigned by the Board of Directors and, if the Chairman of the Board is also
designated as the corporation's Chief Executive Officer, shall have the powers
and duties of the Chief Executive Officer prescribed in Section 3.8 of these
By-laws. Unless otherwise provided by the Board of Directors, the Chairman of
the Board shall preside at all meetings of the Board of Directors and
stockholders.

     3.8    PRESIDENT; CHIEF EXECUTIVE OFFICER. Unless the Board of Directors
has designated the Chairman of the Board or another person as the corporation's
Chief Executive Officer, the President shall be the Chief Executive Officer of
the corporation. The Chief Executive Officer shall have general charge and
supervision of the business of the Corporation subject to the direction of the
Board of Directors. The President shall perform such other duties and shall have
such other powers as the Board of Directors and the Chief Executive Officer (if
the Chairman of the Board or another person is serving in such position) may
from time to time prescribe.

     3.9    VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe. In the event of the absence, inability or refusal
to act of the Chief Executive Officer, the President (if the President is not
the Chief Executive Officer), and then the Vice President (or if there shall be
more than one, the Vice Presidents in the order determined by the Board of
Directors), shall perform the duties of the Chief Executive Officer and when so
performing shall have all the powers of and be subject to all the restrictions
upon the Chief Executive Officer. The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.

     3.10   SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall perform
such duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the secretary, including without limitation the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary, the Assistant Secretary, (or if there shall be more than one,
the Assistant Secretaries in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

                                      - 8 -


     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the chairman of the meeting shall designate a
temporary secretary to keep a record of the meeting.

     3.11   TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned by the
Board of Directors or the Chief Executive Officer. In addition, the Treasurer
shall perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Treasurer, the Assistant Treasurer, (or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.

     3.12   SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                                   ARTICLE IV

                                  CAPITAL STOCK

     4.1    ISSUANCE OF STOCK. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any shares of the authorized capital stock of the
corporation held in the corporation's treasury may be issued, sold, transferred
or otherwise disposed of by vote of the Board of Directors in such manner, for
such lawful consideration and on such terms as the Board of Directors may
determine.

     4.2    CERTIFICATES OF STOCK. Every holder of stock of the corporation
shall be entitled to have a certificate, in such form as may be prescribed by
law and by the Board of Directors, certifying the number and class of shares
owned by such holder in the corporation. Each such certificate shall be signed
by, or in the name of the corporation by, the Chairman or Vice-Chairman, if any,
of the Board of Directors, or the President or a Vice President, and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation. Any or all of the signatures on the certificate may be a
facsimile.

                                      - 9 -


     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, these By-laws,
applicable securities laws or any agreement among any number of stockholders or
among such holders and the corporation shall have conspicuously noted on the
face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of each certificate representing shares of such
class or series of stock, provided that in lieu of the foregoing requirements
there may be set forth on the face or back of each certificate representing
shares of such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests a copy of the full
text of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

     4.3    TRANSFERS. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of these By-laws.

     4.4    LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may issue a
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.

     4.5    RECORD DATE. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of

                                     - 10 -


any change, conversion or exchange of stock, or for the purpose of any other
lawful action. Such record date shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 10 days after the date of
adoption of a record date for a consent without a meeting, nor more than 60 days
prior to any other action to which such record date relates.

     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. If no record date is fixed, the record date for determining
stockholders entitled to express consent to corporate action without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first consent is properly delivered to the corporation. If no record
date is fixed, the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating to such purpose.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                                    ARTICLE V

                               GENERAL PROVISIONS

     5.1    FISCAL YEAR. Except as from time to time otherwise designated by the
Board of Directors, the fiscal year of the corporation shall begin on the first
day of May of each year and end on the last day of April in each year.

     5.2    CORPORATE SEAL. The corporate seal shall be in such form as shall be
approved by the Board of Directors.

     5.3    WAIVER OF NOTICE. Whenever notice is required to be given by law, by
the Certificate of Incorporation or by these By-laws, a written waiver, signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before, at or after the time stated in such
notice, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     5.4    VOTING OF SECURITIES. Except as the Board of Directors may otherwise
designate, the President or the Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at,

                                     - 11 -


any meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this corporation.

     5.5    EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

     5.6    CERTIFICATE OF INCORPORATION. All references in these By-laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

     5.7    TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors at which the contract or transaction is authorized or solely
because any such director's or officer's votes are counted for such purpose, if;

            (a)  The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum;

            (b)  The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or

            (c)  The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the Board of Directors, a
committee of the Board of Directors, or the stockholders.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     5.8    SEVERABILITY. Any determination that any provision of these By-laws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-laws.

                                     - 12 -


     5.9    PRONOUNS. All pronouns used in these By-laws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.

                                   ARTICLE VI

                                   AMENDMENTS

     6.1    BY THE BOARD OF DIRECTORS. These By-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present.

     6.2    BY THE STOCKHOLDERS. These By-laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of the holders of
a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting.

                                      -13-

EXHIBIT 5.1

HALE AND DORR LLP
COUNSELORS AT LAW

haledorr.com
60 STATE STREET - BOSTON, MA 02109
617-526-6000 - FAX 617-526-5000

July 24, 2003

Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701

Re: REGISTRATION STATEMENT ON FORM S-4

Dear Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration
Statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") relating to the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of the issuance
and exchange of up to $150,000,000 original principal amount of 9.75% Senior
Subordinated Notes Due 2013 (the "New Notes"), of Casella Waste Systems, Inc., a
Delaware corporation (the "Company"), and the guarantees of the obligations
represented by the New Notes (the "Guarantees" and, together with the New Notes,
the "Securities") by the subsidiaries of the Company set forth on SCHEDULE A
hereto (such entities, collectively, the "Guarantors").

The Securities are to be issued pursuant to an Indenture, dated as of
January 24, 2003, as supplemented and amended from time to time (the
"Indenture"), among the Company, the Guarantors and U.S. Bank National
Association, as trustee (the "Trustee"). The Securities are to be issued in an
exchange offer (the "Exchange Offer") for a like aggregate original principal
amount of 9.75% Senior Subordinated Notes Due 2013 currently outstanding (the
"Old Notes") in accordance with the terms of an Exchange and Registration Rights
Agreement, dated as of January 21, 2003 (the "Registration Rights Agreement"),
by and among the Company, the Guarantors and the Purchasers (as defined
therein), which is filed as Exhibit 4.2 to the Registration Statement.

We are acting as counsel for the Company and the Guarantors in connection
with the issuance by the Company and the Guarantors of the Securities. We have
examined signed copies of the Registration Statement as filed with the
Commission. We have also examined and relied upon the Registration Rights
Agreement, the Indenture, resolutions adopted by the boards of directors or sole
member, as the case may be, of each of the Company and the Guarantors, as
provided to us by the Company and the Guarantors, the certificates of
incorporation and by-laws or other organizational documents, as the case may be,
of the Company and each of the

BOSTON LONDON* MUNICH* NEW YORK OXFORD* PRINCETON RESTON WALTHAM WASHINGTON
- ----------------------------------------------------------------------------------------------------------------------------
HALE AND DORR LLP IS A MASSACHUSETTS LIMITED LIABILITY PARTNERSHIP * AN INDEPENDENT JOINT VENTURE LAW FIRM

Casella Waste Systems, Inc.
July 24, 2003
Page 2

Guarantors, each as restated and/or amended to date, and such other documents as
we have deemed necessary for purposes of rendering the opinions hereinafter set
forth.

In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and
exchange of the Securities in the Exchange Offer, to register and qualify the
Securities for issuance under all applicable state securities or "blue sky"
laws.

We express no opinion herein with respect to matters governed by any laws
other than the state laws of the State of New York and the Commonwealth of
Massachusetts, the General Corporation Law of the State of Delaware and the
federal laws of the United States of America.

Our opinions below are qualified to the extent that they may be subject to
or affected by applicable bankruptcy, insolvency, reorganization, moratorium,
usury, fraudulent conveyance or similar laws affecting the rights of creditors
generally, and general equity principles (including limitations on the
enforceability of a penalty), regardless of whether such enforceability is
considered in a proceeding in equity or at law. Furthermore, we express no
opinion as to the availability of any equitable or specific remedy, or as to the
successful assertion of any equitable defense, upon any breach of any agreements
or documents or obligations referred to herein, or any other matters, inasmuch
as the availability of such remedies or defenses may be subject to the
discretion of a court.

Based upon and subject to the foregoing, we are of the opinion that the New
Notes, when executed by the Company, authenticated by the Trustee in the manner
provided by the Indenture and issued and delivered against surrender of the Old
Notes in accordance with the terms and conditions of the Registration Rights
Agreement, the Indenture and the Exchange Offer, will be binding and valid
obligations of the Company, entitled to the benefits provided by the Indenture
and enforceable against the Company in accordance with their terms, and that the
Guarantees, when the New Notes are issued, authenticated and delivered in
accordance with the terms of the Registration Rights Agreement, the Indenture
and the Exchange Offer, will be binding and valid obligations of the Guarantors,
enforceable against each of them in accordance with their respective terms.

It is understood that this opinion is to be used only in connection with
the offer and exchange of the Securities while the Registration Statement is in
effect.

Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.

Casella Waste Systems, Inc.
July 24, 2003
Page 3

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters". In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

Very truly yours,

/s/ Hale and Dorr LLP

HALE AND DORR LLP

SCHEDULE A

All Cycle Waste, Inc.
Alternate Energy, Inc.
Atlantic Coast Fibers, Inc.
B. and C. Sanitation Corporation
Blasdell Development Group, Inc.
Bristol Waste Management, Inc.
Casella NH Investors Co., LLC
Casella NH Power Co., LLC
Casella RTG Investors Co., LLC
Casella Transportation, Inc.
Casella Waste Management of Massachusetts, Inc.
Casella Waste Management of N.Y., Inc.
Casella Waste Management of Pennsylvania, Inc.
Casella Waste Management, Inc.
Data Destruction Services, Inc.
Fairfield County Recycling, Inc.
FCR Camden, Inc.
FCR Florida, Inc.
FCR Greensboro, Inc.
FCR Greenville, Inc.
FCR Morris, Inc.
FCR Redemption, Inc.
FCR Tennessee, Inc.
FCR, Inc.
Forest Acquisitions, Inc.
Grasslands Inc.
Hakes C & D Disposal, Inc.
Hiram Hollow Regeneration Corp.
The Hyland Facility Associates
K-C International, Ltd.
KTI Bio Fuels, Inc.
KTI Environmental Group, Inc.
KTI New Jersey Fibers, Inc.
KTI Operations Inc.
KTI Recycling of New England, Inc.
KTI Specialty Waste Services, Inc.
KTI, Inc.
Maine Energy Recovery Company, Limited Partnership
Mecklenburg County Recycling, Inc.
Natural Environmental, Inc.
New England Waste Services of Massachusetts, Inc.
New England Waste Services of ME, Inc.
New England Waste Services of N.Y., Inc.

New England Waste Services of Vermont, Inc.
New England Waste Services, Inc.
Newbury Waste Management, Inc.
North Country Environmental Services, Inc.
Northern Properties Corporation of Plattsburgh
Northern Sanitation, Inc.
PERC, Inc.
PERC Management Company Limited Partnership
Pine Tree Waste, Inc.
R.A. Bronson Inc.
ReSource Recovery of Cape Cod, Inc.
ReSource Recovery Systems of Sarasota, Inc.
ReSource Recovery Systems, Inc.
ReSource Transfer Services, Inc.
ReSource Waste Systems, Inc.
Rochester Environmental Park, LLC
Schultz Landfill, Inc.
Sunderland Waste Management, Inc.
U.S. Fiber, Inc.
Waste-Stream Inc.
Westfield Disposal Service, Inc.
Winters Brothers, Inc.



                                                                     EXHIBIT 5.2

BERNSTEIN, SHUR, SAWYER & NELSON, P.A.                         Counselors at Law
- --------------------------------------------------------------------------------

100 Middle Street, West Tower, P.O. Box 9729,                  Philip H. Gleason
Portland, Maine 04104-5029                              Email: pgleason@bssn.com
207-774-1200 Fax 207-774-1127
Internet: bssn.com

                                  June 12, 2003

Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701

     Re:  REGISTRATION STATEMENT ON FORM S-4

Dear Ladies and Gentlemen:

     This opinion is furnished to you in connection with a Registration
Statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") relating to the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of the issuance
and exchange of up to $150,000,000 original principal amount of 9.75% Senior
Subordinated Notes Due 2013 (the "New Notes"), of Casella Waste Systems, Inc., a
Delaware corporation (the "Company"), and the guarantees of the obligations
represented by the New Notes (the "Guarantees" and, together with the New Notes,
the "Securities") by the subsidiaries of the Company set forth on SCHEDULE A
hereto (such entities, collectively, the "Guarantors").

     The Securities are to be issued pursuant to an Indenture, dated as of
January 24, 2003, as supplemented and amended from time to time (the
"Indenture"), among the Company, the Guarantors and U.S. Bank National
Association, as trustee (the "Trustee"). The Securities are to be issued in an
exchange offer (the "Exchange Offer") for a like aggregate original principal
amount of 9.75% Senior Subordinated Notes Due 2013 currently outstanding (the
"Old Notes") in accordance with the terms of an Exchange and Registration Rights
Agreement, dated as of January 21, 2003 (the "Registration Rights Agreement"),
by and among the Company, the Guarantors and the Purchasers (as defined
therein), which is filed as Exhibit 4.2 to the Registration Statement.

     Solely for the purpose of furnishing this opinion, we are acting as special
counsel for Maine Energy Recovery Company, Limited Partnership and PERC
Management Company Limited Partnership, each a Maine limited partnership (the
"Maine LP Guarantors"), in connection with the issuance by the Company and the
Guarantors of the Securities. We have examined signed copies of the Registration
Statement as filed with the Commission. We have also examined and relied upon
the Registration Rights Agreement, the Indenture, resolutions adopted by the
sole member of each of the Maine LP Guarantors, as provided to us by the Maine
LP Guarantors, the organizational documents of each of the Maine LP Guarantors,
each as restated and/or amended to date, and such other documents as we have
deemed necessary for purposes of rendering the opinions hereinafter set forth.



Casella Waste Systems, Inc.
June 12, 2003
Page 2

     In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.

     We express no opinion herein with respect to matters governed by any laws
other than the state laws of the State of Maine.

     Based upon and subject to the foregoing, we are of the opinion that:

          1.   Each Maine LP Guarantor has duly authorized, executed and
delivered the Indenture; and

          2.   Each Maine LP Guarantor has duly authorized the execution and
delivery of its Guarantee.

     It is understood that this opinion is to be used only in connection with
the offer and exchange of the Securities while the Registration Statement is in
effect.

     Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters". In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

                                           Very truly yours,

                                           /s/ BERNSTEIN, SHUR, SAWYER & NELSON



SCHEDULE A

            All Cycle Waste, Inc.
            Alternate Energy, Inc.
            Atlantic Coast Fibers, Inc.
            B. and C. Sanitation Corporation
            Blasdell Development Group, Inc.
            Bristol Waste Management, Inc.
            Casella NH Investors Co., LLC
            Casella NH Power Co., LLC
            Casella RTG Investors Co., LLC
            Casella Transportation, Inc.
            Casella Waste Management of Massachusetts, Inc.
            Casella Waste Management of N.Y., Inc.
            Casella Waste Management of Pennsylvania, Inc.
            Casella Waste Management, Inc.
            Data Destruction Services, Inc.
            Fairfield County Recycling, Inc.
            FCR Camden, Inc.
            FCR Florida, Inc.
            FCR Greensboro, Inc.
            FCR Greenville, Inc.
            FCR Morris, Inc.
            FCR Redemption, Inc.
            FCR Tennessee, Inc.
            FCR, Inc.
            Forest Acquisitions, Inc.
            Grasslands Inc.
            Hakes C & D Disposal, Inc.
            Hiram Hollow Regeneration Corp.
            The Hyland Facility Associates
            K-C International, Ltd.
            KTI Bio Fuels, Inc.
            KTI Environmental Group, Inc.
            KTI New Jersey Fibers, Inc.
            KTI Operations Inc.
            KTI Recycling of New England, Inc.
            KTI Specialty Waste Services, Inc.
            KTI, Inc.
            Maine Energy Recovery Company, Limited Partnership
            Mecklenburg County Recycling, Inc.
            Natural Environmental, Inc.
            New England Waste Services of Massachusetts, Inc.
            New England Waste Services of ME, Inc.
            New England Waste Services of N.Y., Inc.



            New England Waste Services of Vermont, Inc.
            New England Waste Services, Inc.
            Newbury Waste Management, Inc.
            North Country Environmental Services, Inc.
            Northern Properties Corporation of Plattsburgh
            Northern Sanitation, Inc.
            PERC, Inc.
            PERC Management Company Limited Partnership
            Pine Tree Waste, Inc.
            R.A. Bronson Inc.
            ReSource Recovery of Cape Cod, Inc.
            ReSource Recovery Systems of Sarasota, Inc.
            ReSource Recovery Systems, Inc.
            ReSource Transfer Services, Inc.
            ReSource Waste Systems, Inc.
            Rochester Environmental Park, LLC
            Schultz Landfill, Inc.
            Sunderland Waste Management, Inc.
            U.S. Fiber, Inc.
            Waste-Stream Inc.
            Westfield Disposal Service, Inc.
            Winters Brothers, Inc.



                                                                     EXHIBIT 5.3

       [BROOKS, PIERCE, MCLENDON, HUMPHREY & LEONARD, L.L.P. LETTERHEAD]



                                  June 17, 2003


Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701

     Re:  REGISTRATION STATEMENT ON FORM S-4

Dear Ladies and Gentlemen:

     This letter is furnished to you in connection with a Registration Statement
on Form S-4 (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") relating to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of the issuance and
exchange of up to $150,000,000 original principal amount of 9.75% Senior
Subordinated Notes Due 2013 (the "New Notes") of Casella Waste Systems, Inc., a
Delaware corporation (the "Company"), and the guarantees of the obligations
represented by the New Notes (the "Guarantees" and, together with the New Notes,
the "Securities") by the subsidiaries of the Company set forth on SCHEDULE "A"
hereto (such entities, collectively, the "Guarantors").

     The Securities are to be issued pursuant to an Indenture dated as of
January 24, 2003, as supplemented and amended from time to time (the
"Indenture"), among the Company, the Guarantors and U.S. Bank National
Association, as trustee (the "Trustee"). The Securities are to be issued in an
exchange offer (the "Exchange Offer") for a like aggregate original principal
amount of 9.75% Senior Subordinated Notes Due 2013 currently outstanding (the
"Old Notes") in accordance with the terms of an Exchange and Registration Rights
Agreement, dated as of January 21, 2003 (the "Registration Rights Agreement"),
by and among the Company, the Guarantors and the Purchasers (as defined
therein), which is filed as Exhibit 4.2 to the Registration Statement.

     Solely for the purpose of furnishing this letter, we have acted as special
counsel for U.S. Fiber, Inc. (the "North Carolina Guarantor"), a North Carolina
corporation and a wholly owned subsidiary of FCR, Inc., which is a wholly owned
subsidiary of the Company, in connection with the issuance by the Company and
the Guarantors of the Securities. We have examined signed copies of the
Registration Statement as filed with the Commission. We have also examined and
relied upon the Registration Rights Agreement, the Indenture, resolutions
adopted by the Board



Casella Waste Systems, Inc.
June 17, 2003
Page 2

of Directors of the North Carolina Guarantor, as provided to us by the North
Carolina Guarantor, the Articles of Incorporation and Bylaws of the North
Carolina Guarantor, each as restated and/or amended to date, certificates from
the officers of the North Carolina Guarantor dated prior to and as of the date
hereof regarding resolutions of the North Carolina Guarantor's Board of
Directors, Articles of Incorporation, Bylaws and other matters, and such other
documents as we have deemed necessary for purposes of rendering the opinions
hereinafter set forth.

     In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies and email or facsimile transmissions thereof, the authenticity of
the originals of such latter documents and the legal competence of all
signatories to such documents. As to all matters of fact relevant to the
opinions set forth below, we have relied exclusively upon certificates,
statements, or representations of officers and other representatives of the
North Carolina Guarantor and upon statements contained in the registration
statement. We have not attempted to independently verify any factual matters in
connection with the giving of the opinions set forth below.

     We express no opinion as to the laws of any other jurisdiction except the
laws of the State of North Carolina. We express no opinion as to any federal or
state securities or Blue Sky laws, including without limitation the securities
laws of the State of North Carolina. We express no opinion with respect to the
enforceability of the Indenture or the Guarantee executed by the North Carolina
Guarantor or any other document, agreement, instrument or certificate, or any
provision thereof.

     For purposes of our opinions rendered below, we have assumed that the facts
and law governing the future performance by the North Carolina Guarantor of its
obligations under the Indenture and the Guarantee to which it is a party will be
identical to the facts and law governing its performance on the date of this
letter.

     Based upon and subject to the foregoing, we are of the opinion that:

          1.   The North Carolina Guarantor has duly authorized, executed and
delivered the Indenture; and

          2.   The North Carolina Guarantor has duly authorized the execution
and delivery of its Guarantee.

     It is understood that these opinions are to be used only in connection with
the offer and exchange of the Securities while the Registration Statement is in
effect. We have acted as special counsel to the North Carolina Guarantor in
connection with the transactions described herein, and this letter and our
opinions herein are given solely in our capacity as special counsel to the North
Carolina Guarantor. We have not acted as counsel to the Company, any Guarantor
(other than the North Carolina Guarantor) or the Purchasers. As a result, no
opinion is expressed herein as to any matter relating to the Company, any
Guarantor (other than the North Carolina Guarantor) or any Purchaser, and not to
the North Carolina Guarantor.



Casella Waste Systems, Inc.
June 17, 2003
Page 3

     Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters beyond the
matters expressly stated. Our opinions herein are based upon currently existing
statutes, rules, regulations and judicial decisions, and we disclaim any
obligation to advise you of any change in any of these sources of law or
subsequent legal or factual developments which might affect any matters or
opinions set forth herein. Our opinions herein are being delivered to you solely
for the purposes described above, and except as otherwise provided in the
following paragraph, may not be quoted or relied upon by you for any other
purpose, or by any other party for any other purpose, without our prior written
consent.

     We hereby consent to the filing of this letter with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters". In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

     The opinions set forth in this letter represent our professional judgment
as to matters described herein; they are not binding upon the North Carolina
Guarantor or any other court or tribunal; and they do not represent any
guarantee in any particular result.

                                      Very truly yours,

                                      /s/ Brooks, Pierce, McLendon, Humphrey &
                                      Leonard, L.L.P.

                                      BROOKS, PIERCE, MCLENDON,
                                      HUMPHREY & LEONARD, L.L.P.



SCHEDULE A

            All Cycle Waste, Inc.
            Alternate Energy, Inc.
            Atlantic Coast Fibers, Inc.
            B. and C. Sanitation Corporation
            Blasdell Development Group, Inc.
            Bristol Waste Management, Inc.
            Casella NH Investors Co., LLC
            Casella NH Power Co., LLC
            Casella RTG Investors Co., LLC
            Casella Transportation, Inc.
            Casella Waste Management of Massachusetts, Inc.
            Casella Waste Management of N.Y., Inc.
            Casella Waste Management of Pennsylvania, Inc.
            Casella Waste Management, Inc.
            Data Destruction Services, Inc.
            Fairfield County Recycling, Inc.
            FCR Camden, Inc.
            FCR Florida, Inc.
            FCR Greensboro, Inc.
            FCR Greenville, Inc.
            FCR Morris, Inc.
            FCR Redemption, Inc.
            FCR Tennessee, Inc.
            FCR, Inc.
            Forest Acquisitions, Inc.
            Grasslands Inc.
            Hakes C & D Disposal, Inc.
            Hiram Hollow Regeneration Corp.
            The Hyland Facility Associates
            K-C International, Ltd.
            KTI Bio Fuels, Inc.
            KTI Environmental Group, Inc.
            KTI New Jersey Fibers, Inc.
            KTI Operations Inc.
            KTI Recycling of New England, Inc.
            KTI Specialty Waste Services, Inc.
            KTI, Inc.
            Maine Energy Recovery Company, Limited Partnership
            Mecklenburg County Recycling, Inc.
            Natural Environmental, Inc.
            New England Waste Services of Massachusetts, Inc.
            New England Waste Services of ME, Inc.
            New England Waste Services of N.Y., Inc.



            New England Waste Services of Vermont, Inc.
            New England Waste Services, Inc.
            Newbury Waste Management, Inc.
            North Country Environmental Services, Inc.
            Northern Properties Corporation of Plattsburgh
            Northern Sanitation, Inc.
            PERC, Inc.
            PERC Management Company Limited Partnership
            Pine Tree Waste, Inc.
            R.A. Bronson Inc.
            ReSource Recovery of Cape Cod, Inc.
            ReSource Recovery Systems of Sarasota, Inc.
            ReSource Recovery Systems, Inc.
            ReSource Transfer Services, Inc.
            ReSource Waste Systems, Inc.
            Rochester Environmental Park, LLC
            Schultz Landfill, Inc.
            Sunderland Waste Management, Inc.
            U.S. Fiber, Inc.
            Waste-Stream Inc.
            Westfield Disposal Service, Inc.
            Winters Brothers, Inc.



                                                                     EXHIBIT 5.4

                             GREENBERG TRAURIG, P.A.
                              1221 BRICKELL AVENUE
                              MIAMI, FLORIDA 33131
                          305-579-0500 FAX 305-579-0717


                                     June 16, 2003

Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701

     Re:  REGISTRATION STATEMENT ON FORM S-4

Dear Ladies and Gentlemen:

     This opinion is furnished to you in connection with a Registration
Statement on Form S-4 (as amended, the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") relating to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the issuance and exchange of up to $150,000,000 original principal
amount of 9.75% Senior Subordinated Notes Due 2013 (the "New Notes"), of Casella
Waste Systems, Inc., a Delaware corporation (the "Company"), and the guarantees
of the obligations represented by the New Notes (the "Guarantees" and, together
with the New Notes, the "Securities") by the subsidiaries of the Company set
forth on SCHEDULE A hereto (such entities, collectively, the "Guarantors").

     The Securities are to be issued pursuant to an Indenture, dated as of
January 24, 2003 (the "Indenture"), among the Company, the Guarantors and U.S.
Bank National Association, as trustee (the "Trustee"), which is filed as Exhibit
4.1 to the Registration Statement. The Securities are to be issued in an
exchange offer (the "Exchange Offer") for a like aggregate original principal
amount of 9.75% Senior Subordinated Notes Due 2013 currently outstanding (the
"Old Notes") in accordance with the terms of an Exchange and Registration Rights
Agreement, dated as of January 21, 2003 (the "Registration Rights Agreement"),
by and among the Company, the Guarantors and the Purchasers (as defined
therein), which is filed as Exhibit 4.2 to the Registration Statement.

     Solely for the purpose of furnishing this opinion, we are acting as special
counsel for Resource Recovery Systems of Sarasota, Inc., a Florida corporation
(the "Florida Guarantor"), in connection with the issuance by the Company and
the Guarantors of the Securities in the Exchange Offer. We have examined signed
copies of the Registration Statement as filed with the Commission. We have also
examined and relied upon the Registration Rights Agreement, the Indenture, the
Senior Credit Facility (as defined in the Indenture), resolutions adopted by the
board of directors of the Florida Guarantor, as provided to us by the Florida
Guarantor, the articles of incorporation and by-laws of the Florida Guarantor,
each as restated and/or amended



Casella Waste Systems, Inc.
June 16, 2003
Page 2

to date, and such other documents as we have deemed necessary for purposes of
rendering the opinions hereinafter set forth.

     In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents. As to matters of fact
material to this opinion, we have relied upon statements of representatives of
the Florida Guarantor and of public officials and have assumed the same to have
been properly given and to be accurate.

     We express no opinion herein with respect to matters governed by any laws
other than the state laws of the State of Florida.

     Based upon and subject to the foregoing, we are of the opinion that:

          1.   The Florida Guarantor has duly authorized, executed and delivered
the Indenture; and

          2.   The Florida Guarantor has duly authorized the execution and
delivery of its Guarantee.

     It is understood that this opinion is to be used only in connection with
the Exchange Offer while the Registration Statement is in effect.

     Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters". In
giving such consent, we do not hereby admit that we are experts within the
meaning of Section 11 of the Securities Act or within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.

                                           Very truly yours,

                                           /s/ Greenberg Traurig, P.A.

                                           GREENBERG TRAURIG, P.A.



SCHEDULE A

               All Cycle Waste, Inc.
               Alternate Energy, Inc.
               Atlantic Coast Fibers, Inc.
               B. and C. Sanitation Corporation
               Blasdell Development Group, Inc.
               Bristol Waste Management, Inc.
               Casella NH Investors Co., LLC
               Casella NH Power Co., LLC
               Casella RTG Investors Co., LLC
               Casella Transportation, Inc.
               Casella Waste Management of Massachusetts, Inc.
               Casella Waste Management of N.Y., Inc.
               Casella Waste Management of Pennsylvania, Inc.
               Casella Waste Management, Inc.
               Data Destruction Services, Inc.
               Fairfield County Recycling, Inc.
               FCR Camden, Inc.
               FCR Florida, Inc.
               FCR Greensboro, Inc.
               FCR Greenville, Inc.
               FCR Morris, Inc.
               FCR Redemption, Inc.
               FCR Tennessee, Inc.
               FCR, Inc.
               Forest Acquisitions, Inc.
               Grasslands Inc.
               Hakes C & D Disposal, Inc.
               Hiram Hollow Regeneration Corp.
               The Hyland Facility Associates
               K-C International, Ltd.
               KTI Bio Fuels, Inc.
               KTI Environmental Group, Inc.
               KTI New Jersey Fibers, Inc.
               KTI Operations Inc.
               KTI Recycling of New England, Inc.
               KTI Specialty Waste Services, Inc.
               KTI, Inc.
               Maine Energy Recovery Company, Limited Partnership
               Mecklenburg County Recycling, Inc.
               Natural Environmental, Inc.
               New England Waste Services of Massachusetts, Inc.
               New England Waste Services of ME, Inc.
               New England Waste Services of N.Y., Inc.



               New England Waste Services of Vermont, Inc.
               New England Waste Services, Inc.
               Newbury Waste Management, Inc.
               North Country Environmental Services, Inc.
               Northern Properties Corporation of Plattsburgh
               Northern Sanitation, Inc.
               PERC, Inc.
               PERC Management Company Limited Partnership
               Pine Tree Waste, Inc.
               R.A. Bronson Inc.
               ReSource Recovery of Cape Cod, Inc.
               ReSource Recovery Systems of Sarasota, Inc.
               ReSource Recovery Systems, Inc.
               ReSource Transfer Services, Inc.
               ReSource Waste Systems, Inc.
               Rochester Environmental Park, LLC
               Schultz Landfill, Inc.
               Sunderland Waste Management, Inc.
               U.S. Fiber, Inc.
               Waste-Stream Inc.
               Westfield Disposal Service, Inc.
               Winters Brothers, Inc.



                                                                     EXHIBIT 5.5

Law Offices                       Annapolis               New York
HOLLAND & KNIGHT LLP              Atlanta                 Northern Virginia
                                  Bethesda                Orlando
2300 US Bancorp Tower             Boston                  Providence
111 S.W. Fifth Avenue             Bradenton               St. Petersburg
Portland, Oregon 97204            Chicago-                San Antonio
                                  Fort Lauderdale         San Francisco
503-243-2300                      Jacksonville            Seattle
FAX 503-241-8014                  Lakeland                Tallahassee
www.hklaw.com                     Los Angeles             Tampa
                                  Melbourne               Washington, D.C.
                                  Miami                   West Palm Beach

                                  International Offices:  Sao Paulo
                                  Caracas*                Tel Aviv*
                                  Helsinki                Tokyo
                                  Mexico City
                                  Rio de Janeiro          *Representative Office

June 12, 2003


Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont  05701

     Re:  REGISTRATION STATEMENT ON FORM S-4

Dear Ladies and Gentlemen:

     This opinion is furnished to you in connection with a Registration
Statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") relating to the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of the issuance
and exchange of up to $150,000,000 original principal amount of 9.75% Senior
Subordinated Notes Due 2013 (the "New Notes"), of Casella Waste Systems, Inc., a
Delaware corporation (the "Company"), and the guarantees of the obligations
represented by the New Notes (the "Guarantees" and, together with the New Notes,
the "Securities") by the subsidiaries of the Company set forth on SCHEDULE A
hereto (such entities, collectively, the "Guarantors").

     The Securities are to be issued pursuant to an Indenture, dated as of
January 24, 2003, as supplemented and amended from time to time (the
"Indenture"), among the Company, the Guarantors and U.S. Bank National
Association, as trustee (the "Trustee"). The Securities are to be issued in an
exchange offer (the "Exchange Offer") for a like aggregate original principal
amount of 9.75% Senior Subordinated Notes Due 2013 currently outstanding (the
"Old Notes") in accordance with the terms of an Exchange and Registration Rights
Agreement, dated as of January 21, 2003 (the "Registration Rights Agreement"),
by and among the Company, the Guarantors and the Purchasers (as defined
therein), which is filed as Exhibit 4.2 to the Registration Statement.

     Solely for the purpose of furnishing this opinion, we are acting as special
counsel for K-C International, Ltd., an Oregon corporation (the "Oregon
Guarantor"), in connection with the issuance by the Company and the Guarantors
of the Securities. We have examined copies of the Registration Statement as
filed with the Commission. We have also examined and relied upon



Casella Waste Systems, Inc.
June 12, 2003
Page 2

the Registration Rights Agreement, the Indenture, resolutions adopted by the
board of directors of the Oregon Guarantor, as provided to us by the Oregon
Guarantor, the articles of incorporation and by-laws of the Oregon Guarantor,
each as restated and/or amended to date, and such other documents as we have
deemed necessary for purposes of rendering the opinions hereinafter set forth.

     In our examination of the foregoing documents, we have assumed that (1)
each natural person executing the Indenture and the Guarantee on behalf of the
Oregon Guarantor, or any other document referred to herein, is legally competent
to do so; and (2) each document submitted to us for review is accurate and
complete, each such document that is an original is authentic, each such
document that is a copy conforms to an authentic original, and all signatures on
each such document are genuine.

     We express no opinion herein with respect to matters governed by any laws
other than the state laws of the State of Oregon.

     Except to the extent expressly set forth herein, we have not undertaken any
independent investigation to determine the existence or absence of any facts or
other information, and no inference as to our knowledge or the existence or
absence of any such facts or other information should be drawn from the fact of
our representation of the Oregon Guarantor as special counsel.

     Based upon and subject to the foregoing, we are of the opinion that:

          1.   The Oregon Guarantor has duly authorized, executed and delivered
the Indenture; and

          2.   The Oregon Guarantor has duly authorized the execution and
delivery of its Guarantee.

     It is understood that this opinion is to be used only in connection with
the offer and exchange of the Securities while the Registration Statement is in
effect.

     Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.

     Our advice on legal issues addressed herein represents our opinion
concerning how that issue would be resolved were it to be considered by the
highest court of the jurisdiction upon whose law our opinion on that issue is
based. The manner in which any particular issue would be treated in any actual
court case would depend in part on facts and circumstances peculiar to the case,
and our opinions are not a guaranty of an outcome of any legal dispute which may
arise with regard to the documents referred to herein.



Casella Waste Systems, Inc.
June 12, 2003
Page 3

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

                                      Very truly yours,

                                      /s/ Holland & Knight LLP

                                      HOLLAND & KNIGHT LLP



                                   SCHEDULE A

               All Cycle Waste, Inc.
               Alternate Energy, Inc.
               Atlantic Coast Fibers, Inc.
               B. and C. Sanitation Corporation
               Blasdell Development Group, Inc.
               Bristol Waste Management, Inc.
               Casella NH Investors Co., LLC
               Casella NH Power Co., LLC
               Casella RTG Investors Co., LLC
               Casella Transportation, Inc.
               Casella Waste Management of Massachusetts, Inc.
               Casella Waste Management of N.Y., Inc.
               Casella Waste Management of Pennsylvania, Inc.
               Casella Waste Management, Inc.
               Data Destruction Services, Inc.
               Fairfield County Recycling, Inc.
               FCR Camden, Inc.
               FCR Florida, Inc.
               FCR Greensboro, Inc.
               FCR Greenville, Inc.
               FCR Morris, Inc.
               FCR Redemption, Inc.
               FCR Tennessee, Inc.
               FCR, Inc.
               Forest Acquisitions, Inc.
               Grasslands Inc.
               Hakes C & D Disposal, Inc.
               Hiram Hollow Regeneration Corp.
               The Hyland Facility Associates
               K-C International, Ltd.
               KTI Bio Fuels, Inc.
               KTI Environmental Group, Inc.
               KTI New Jersey Fibers, Inc.
               KTI Operations Inc.
               KTI Recycling of New England, Inc.
               KTI Specialty Waste Services, Inc.
               KTI, Inc.
               Maine Energy Recovery Company, Limited Partnership
               Mecklenburg County Recycling, Inc.
               Natural Environmental, Inc.
               New England Waste Services of Massachusetts, Inc.
               New England Waste Services of ME, Inc.
               New England Waste Services of N.Y., Inc.



               New England Waste Services of Vermont, Inc.
               New England Waste Services, Inc.
               Newbury Waste Management, Inc.
               North Country Environmental Services, Inc.
               Northern Properties Corporation of Plattsburgh
               Northern Sanitation, Inc.
               PERC, Inc.
               PERC Management Company Limited Partnership
               Pine Tree Waste, Inc.
               R.A. Bronson Inc.
               ReSource Recovery of Cape Cod, Inc.
               ReSource Recovery Systems of Sarasota, Inc.
               ReSource Recovery Systems, Inc.
               ReSource Transfer Services, Inc.
               ReSource Waste Systems, Inc.
               Rochester Environmental Park, LLC
               Schultz Landfill, Inc.
               Sunderland Waste Management, Inc.
               U.S. Fiber, Inc.
               Waste-Stream Inc.
               Westfield Disposal Service, Inc.
               Winters Brothers, Inc.



                                                                     EXHIBIT 5.6

                       [PAUL, FRANK & COLLINS LETTERHEAD]

                                  June 12, 2003

Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701

     RE:  REGISTRATION STATEMENT ON FORM S-4

Dear Ladies and Gentlemen:

     This opinion is furnished to you in connection with a Registration
Statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") relating to the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of the issuance
and exchange of up to $150,000,000 original principal amount of 9.75% Senior
Subordinated Notes Due 2013 (the "New Notes"), of Casella Waste Systems, Inc., a
Delaware corporation (the "Company"), and the guarantees of the obligations
represented by the New Notes (the "Guarantees" and, together with the New Notes,
the "Securities") by the subsidiaries of the Company set forth on SCHEDULE A
hereto (such entities, collectively, the "Guarantors").

     The Securities are to be issued pursuant to an Indenture, dated as of
January 24, 2003, as supplemented and amended from time to time (the
"Indenture"), among the Company, the Guarantors and U.S. Bank National
Association, as trustee (the "Trustee"). The Securities are to be issued in an
exchange offer (the "Exchange Offer") for a like aggregate original principal
amount of 9.75% Senior Subordinated Notes Due 2013 currently outstanding (the
"Old Notes") in accordance with the terms of an Exchange and Registration Rights
Agreement, dated as of January 21, 2003 (the "Registration Rights Agreement"),
by and among the Company, the Guarantors and the Purchasers (as defined
therein), which is filed as Exhibit 4.2 to the Registration Statement.

     Solely for the purpose of furnishing this opinion, we are acting as special
counsel for the Guarantors set forth on SCHEDULE B hereto (the "Vermont
Guarantors") in connection with the issuance by the Company and the Guarantors
of the Securities. We have examined signed copies of the Registration Statement
as filed with the Commission. We have also examined and relied upon the
Registration Rights Agreement, the Indenture, resolutions adopted by the boards
of directors or sole member, as the case may be, of each of the Vermont
Guarantors, as provided to us by the Vermont Guarantors, the certificates of
incorporation and by-laws or other organizational documents, as the case may be,
of each of the Vermont Guarantors, each as restated and/or amended to date, and
such other documents as we have deemed necessary for purposes of rendering the
opinions hereinafter set forth.

     In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.



Casella Waste Systems, Inc.
June 12, 2003
Page 2

We express no opinion herein with respect to matters governed by any laws other
than the state laws of the State of Vermont.

     Based upon and subject to the foregoing, we are of the opinion that:

     1.   Each Vermont Guarantor has duly authorized, executed and delivered the
Indenture; and

     2.   Each Vermont Guarantor has duly authorized the execution and delivery
of its Guarantee.

     It is understood that this opinion is to be used only in connection with
the offer and exchange of the Securities while the Registration Statement is in
effect.

     Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters". In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

                                      Very truly yours,

                                      PAUL, FRANK & COLLINS

                                      /s/ Paul, Frank & Collins



Casella Waste Systems, Inc.
June 12, 2003
Page 3

SCHEDULE A

               All Cycle Waste, Inc.
               Alternate Energy, Inc.
               Atlantic Coast Fibers, Inc.
               B. and C. Sanitation Corporation
               Blasdell Development Group, Inc.
               Bristol Waste Management, Inc.
               Casella NH Investors Co., LLC
               Casella NH Power Co., LLC
               Casella RTG Investors Co., LLC
               Casella Transportation, Inc.
               Casella Waste Management of Massachusetts, Inc.
               Casella Waste Management of N.Y., Inc.
               Casella Waste Management of Pennsylvania, Inc.
               Casella Waste Management, Inc.
               Data Destruction Services, Inc.
               Fairfield County Recycling, Inc.
               FCR Camden, Inc.
               FCR Florida, Inc.
               FCR Greensboro, Inc.
               FCR Greenville, Inc.
               FCR Morris, Inc.
               FCR Redemption, Inc.
               FCR Tennessee, Inc.
               FCR, Inc.
               Forest Acquisitions, Inc.
               Grasslands Inc.
               Hakes C & D Disposal, Inc.
               Hiram Hollow Regeneration Corp.
               The Hyland Facility Associates
               K-C International, Ltd.
               KTI Bio Fuels, Inc.
               KTI Environmental Group, Inc.
               KTI New Jersey Fibers, Inc.
               KTI Operations Inc.
               KTI Recycling of New England, Inc.
               KTI Specialty Waste Services, Inc.
               KTI, Inc.
               Maine Energy Recovery Company, Limited Partnership
               Mecklenburg County Recycling, Inc.
               Natural Environmental, Inc.
               New England Waste Services of Massachusetts, Inc.



Casella Waste Systems, Inc.
June 12, 2003
Page 4

               New England Waste Services of ME, Inc.
               New England Waste Services of N.Y., Inc.
               New England Waste Services of Vermont, Inc.
               New England Waste Services, Inc.
               Newbury Waste Management, Inc.
               North Country Environmental Services, Inc.
               Northern Properties Corporation of Plattsburgh
               Northern Sanitation, Inc.
               PERC, Inc.
               PERC Management Company Limited Partnership
               Pine Tree Waste, Inc.
               R.A. Bronson Inc.
               ReSource Recovery of Cape Cod, Inc.
               ReSource Recovery Systems of Sarasota, Inc.
               ReSource Recovery Systems, Inc.
               ReSource Transfer Services, Inc.
               ReSource Waste Systems, Inc.
               Rochester Environmental Park, LLC
               Schultz Landfill, Inc.
               Sunderland Waste Management, Inc.
               U.S. Fiber, Inc.
               Waste-Stream Inc.
               Westfield Disposal Service, Inc.
               Winters Brothers, Inc.



Casella Waste Systems, Inc.
June 12, 2003
Page 5

SCHEDULE B

               All Cycle Waste, Inc.
               Bristol Waste Management, Inc.
               Casella Transportation, Inc.
               Casella Waste Management, Inc.
               New England Waste Services of Vermont, Inc.
               New England Waste Services, Inc.
               Newbury Waste Management, Inc.
               Sunderland Waste Management, Inc.
               Winters Brothers, Inc.



                                                                     EXHIBIT 5.7

 PIERCE                                     One New Hampshire Avenue, Suite 350
 ATWOOD                                     Pease International Tradeport
   ATTORNEYS AT LAW                         Portsmouth, New Hampshire 03801

                                            (603) 433-6300 voice
                                            (603) 433-6372 fax
                                            info@pierceatwood.com
                                            pierceatwood.com

June 13, 2003

Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont  05701

     Re:  REGISTRATION STATEMENT ON FORM S-4

Dear Ladies and Gentlemen:

     This opinion is furnished to you in connection with a Registration
Statement on Form S-4 (File No. 333-103106) (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") relating to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the issuance and exchange of up to $150,000,000 original principal
amount of 9.75% Senior Subordinated Notes Due 2013 (the "New Notes"), of Casella
Waste Systems, Inc., a Delaware corporation (the "Company"), and the guarantees
of the obligations represented by the New Notes (the "Guarantees" and, together
with the New Notes, the "Securities") by the subsidiaries of the Company set
forth on SCHEDULE A hereto (such entities, collectively, the "Guarantors").

     The Securities are to be issued pursuant to an Indenture, dated as of
January 24, 2003, as supplemented and amended from time to time (the
"Indenture"), among the Company, the Guarantors and U.S. Bank National
Association, as trustee (the "Trustee"). The Securities are to be issued in an
exchange offer (the "Exchange Offer") for a like aggregate original principal
amount of 9.75% Senior Subordinated Notes Due 2013 currently outstanding (the
"Old Notes") in accordance with the terms of an Exchange and Registration Rights
Agreement, dated as of January 21, 2003 (the "Registration Rights Agreement"),
by and among the Company, the Guarantors and the Purchasers (as defined
therein), which is filed as Exhibit 4.2 to the Registration Statement.

     Solely for the purpose of furnishing this opinion, we are acting as special
counsel for the Guarantors set forth on SCHEDULE B hereto (the "Maine
Guarantors") and SCHEDULE C hereto (the "New Hampshire Guarantor") in connection
with the issuance by the Company and the Guarantors of the Securities. We have
examined signed copies of the Registration Statement as filed with the
Commission. We have also examined and relied upon the Registration Rights
Agreement, the Indenture, resolutions adopted by the boards of directors of each
of the Maine Guarantors and the New Hampshire Guarantor, as provided to us by
the Maine Guarantors and the New Hampshire Guarantor, respectively, the articles
of incorporation and by-laws of each of the Maine Guarantors and the New
Hampshire Guarantor, each as restated and/or amended to



Casella Waste Systems, Inc.
June 13, 2003
Page 2

date, and such other documents as we have deemed necessary for purposes of
rendering the opinions hereinafter set forth.

     In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.

     We express no opinion herein with respect to matters governed by any laws
other than the state laws of (i) the State of Maine, with respect to the Maine
Guarantors, and (ii) the State of New Hampshire, with respect to the New
Hampshire Guarantor.

     Based upon and subject to the foregoing, we are of the opinion that:

         1.    Each of the Maine Guarantors and the New Hampshire Guarantor
has duly authorized, executed and delivered the Indenture; and

         2.    Each of the Maine Guarantors and the New Hampshire Guarantor has
duly authorized the execution and delivery of its Guarantee.

     It is understood that this opinion is to be used only in connection with
the offer and exchange of the Securities while the Registration Statement is in
effect.

     Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters". In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

Very truly yours,

PIERCE ATWOOD


By: /s/ Scott E. Pueschel
   ----------------------
   Scott Pueschel, P.C.
   Partner



Casella Waste Systems, Inc.
June 13, 2003
Page 3

SCHEDULE A

               All Cycle Waste, Inc.
               Alternate Energy, Inc.
               Atlantic Coast Fibers, Inc.
               B. and C. Sanitation Corporation
               Blasdell Development Group, Inc.
               Bristol Waste Management, Inc.
               Casella NH Investors Co., LLC
               Casella NH Power Co., LLC
               Casella RTG Investors Co., LLC
               Casella Transportation, Inc.
               Casella Waste Management of Massachusetts, Inc.
               Casella Waste Management of N.Y., Inc.
               Casella Waste Management of Pennsylvania, Inc.
               Casella Waste Management, Inc.
               Data Destruction Services, Inc.
               Fairfield County Recycling, Inc.
               FCR Camden, Inc.
               FCR Florida, Inc.
               FCR Greensboro, Inc.
               FCR Greenville, Inc.
               FCR Morris, Inc.
               FCR Redemption, Inc.
               FCR Tennessee, Inc.
               FCR, Inc.
               Forest Acquisitions, Inc.
               Grasslands Inc.
               Hakes C & D Disposal, Inc.
               Hiram Hollow Regeneration Corp.
               The Hyland Facility Associates
               K-C International, Ltd.
               KTI Bio Fuels, Inc.
               KTI Environmental Group, Inc.
               KTI New Jersey Fibers, Inc.
               KTI Operations Inc.
               KTI Recycling of New England, Inc.
               KTI Specialty Waste Services, Inc.
               KTI, Inc.
               Maine Energy Recovery Company, Limited Partnership
               Mecklenburg County Recycling, Inc.
               Natural Environmental, Inc.
               New England Waste Services of Massachusetts, Inc.



Casella Waste Systems, Inc.
June 13, 2003
Page 4

               New England Waste Services of ME, Inc.
               New England Waste Services of N.Y., Inc.
               New England Waste Services of Vermont, Inc.
               New England Waste Services, Inc.
               Newbury Waste Management, Inc.
               North Country Environmental Services, Inc.
               Northern Properties Corporation of Plattsburgh
               Northern Sanitation, Inc.
               PERC, Inc.
               PERC Management Company Limited Partnership
               Pine Tree Waste, Inc.
               R.A. Bronson Inc.
               ReSource Recovery of Cape Cod, Inc.
               ReSource Recovery Systems of Sarasota, Inc.
               ReSource Recovery Systems, Inc.
               ReSource Transfer Services, Inc.
               ReSource Waste Systems, Inc.
               Rochester Environmental Park, LLC
               Schultz Landfill, Inc.
               Sunderland Waste Management, Inc.
               U.S. Fiber, Inc.
               Waste-Stream Inc.
               Westfield Disposal Service, Inc.
               Winters Brothers, Inc.



Casella Waste Systems, Inc.
June 13, 2003
Page 5

SCHEDULE B

               Data Destruction Services, Inc.
               KTI Bio Fuels, Inc.
               KTI Recycling of New England, Inc.
               KTI Specialty Waste Services, Inc.
               New England Waste Services of ME, Inc.
               Pine Tree Waste, Inc.



Casella Waste Systems, Inc.
June 13, 2003
Page 6

SCHEDULE C

               Forest Acquisitions, Inc.



                                                                     EXHIBIT 5.8

[ROBINSON & COLE LLP]

                                               280 Trumbull Street
                                               Hartford, CT 06103-3597
                                               Main (860) 275-8200
                                               Fax (860) 275-8299


June 12, 2003


Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701

Ladies and Gentlemen:

You have requested that we provide this opinion, as special counsel to
Mecklenburg County Recycling, Inc., a Connecticut corporation (the "Connecticut
Guarantor"), in connection with your filing on February 11, 2003 of a
Registration Statement on Form S-4 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") relating to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the issuance and exchange of up to $150,000,000 original principal
amount of 9.75% Senior Subordinated Notes Due 2013 (the "New Notes"), of Casella
Waste Systems, Inc., a Delaware corporation (the "Company"), and the guarantees
of the obligations represented by the New Notes (the "Guarantees" and, together
with the New Notes, the "Securities") by the subsidiaries of the Company set
forth on SCHEDULE A hereto (such entities, collectively, the "Guarantors").

The Securities are to be issued pursuant to an Indenture, dated as of January
24, 2003 (the "Indenture"), among the Company, the Guarantors and U.S. Bank
National Association, as trustee. The Securities are to be issued in an exchange
offer for a like aggregate original principal amount of 9.75% Senior
Subordinated Notes Due 2013 currently outstanding in accordance with the terms
of an Exchange and Registration Rights Agreement, dated as of January 21, 2003
(the "Registration Rights Agreement"), by and among the Company, the Guarantors
and the Purchasers (as defined therein), which is filed as Exhibit 4.2 to the
Registration Statement.

Solely for the purpose of furnishing this opinion, we are acting as special
counsel for the Connecticut Guarantor in connection with the issuance by the
Company and the Guarantors of the Securities. We have examined and relied solely
upon (i) a signed copy of the Registration Statement, (ii) a signed copy of the
Registration Rights Agreement, (ii) a signed copy of the Indenture, (iii)
resolutions adopted by the board of directors of the Connecticut Guarantor, as
provided to us by the Connecticut Guarantor, (iv) the certificate of
incorporation of the Connecticut Guarantor, (v) the by-laws of the



Casella Waste Systems, Inc.
June 12, 2003
Page 2

Connecticut Guarantor, as provided to us by the Connecticut Guarantor and (vi) a
Certificate of Officer of the Connecticut Guarantor, dated January 24, 2003 (the
"Officer's Certificate"), attesting to the Connecticut Guarantor's certificate
of incorporation and by-laws, certain resolutions adopted by the Board of
Directors of the Connecticut Guarantor, the incumbency of certain officers of
the Connecticut Guarantor, and as to certain other matters. We have assumed, for
purposes of this opinion, that all of the matters set forth in the Officer's
Certificate are true and correct in all respects as of the date of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents. We have made such
examinations of fact and Connecticut corporate law as we have deemed necessary
and appropriate for purposes hereof.

We express no opinion herein with respect to matters governed by any laws other
than the state laws of the State of Connecticut.

Based upon and subject to the foregoing, we are of the opinion that:

     1.   The Connecticut Guarantor has duly authorized, executed and delivered
the Indenture; and

     2.   The Connecticut Guarantor has duly authorized the execution and
delivery of its Guarantee.

This opinion is being furnished to you in connection with the filing of the
Registration Statement and is solely for your benefit, and may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person for any purpose, without our prior written consent. Further, it
is understood that this opinion is to be used by you only in connection with the
offer and exchange of the Securities while the Registration Statement is in
effect.

Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.



Casella Waste Systems, Inc.
June 12, 2003
Page 3

We advise you that we have not participated in the drafting or negotiation of
any of the above-referenced documents, and we have not participated in any
discussions involving or relating to the same, except to the extent we have been
asked to provide this opinion.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and, if necessary, to
the use of our name therein and in the related prospectus under the caption
"Legal Matters". In giving such consent, we do not hereby admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.

Very truly yours,

ROBINSON & COLE LLP


By:   /s/ Edward J. Samorajczyk, Jr.
   -----------------------------------------
   Edward J. Samorajczyk, Jr., a Partner



SCHEDULE A

               All Cycle Waste, Inc.
               Alternate Energy, Inc.
               Atlantic Coast Fibers, Inc.
               B. and C. Sanitation Corporation
               Blasdell Development Group, Inc.
               Bristol Waste Management, Inc.
               Casella NH Investors Co., LLC
               Casella NH Power Co., LLC
               Casella RTG Investors Co., LLC
               Casella Transportation, Inc.
               Casella Waste Management of Massachusetts, Inc.
               Casella Waste Management of N.Y., Inc.
               Casella Waste Management of Pennsylvania, Inc.
               Casella Waste Management, Inc.
               Data Destruction Services, Inc.
               Fairfield County Recycling, Inc.
               FCR Camden, Inc.
               FCR Florida, Inc.
               FCR Greensboro, Inc.
               FCR Greenville, Inc.
               FCR Morris, Inc.
               FCR Redemption, Inc.
               FCR Tennessee, Inc.
               FCR, Inc.
               Forest Acquisitions, Inc.
               Grasslands Inc.
               Hakes C & D Disposal, Inc.
               Hiram Hollow Regeneration Corp.
               The Hyland Facility Associates
               K-C International, Ltd.
               KTI Bio Fuels, Inc.
               KTI Environmental Group, Inc.
               KTI New Jersey Fibers, Inc.
               KTI Operations Inc.
               KTI Recycling of New England, Inc.
               KTI Specialty Waste Services, Inc.
               KTI, Inc.
               Maine Energy Recovery Company, Limited Partnership
               Mecklenburg County Recycling, Inc.
               Natural Environmental, Inc.



               New England Waste Services of Massachusetts, Inc.
               New England Waste Services of ME, Inc.
               New England Waste Services of N.Y., Inc.
               New England Waste Services of Vermont, Inc.
               New England Waste Services, Inc.
               Newbury Waste Management, Inc.
               North Country Environmental Services, Inc.
               Northern Properties Corporation of Plattsburgh
               Northern Sanitation, Inc.
               PERC, Inc.
               PERC Management Company Limited Partnership
               Pine Tree Waste, Inc.
               R.A. Bronson Inc.
               ReSource Recovery of Cape Cod, Inc.
               ReSource Recovery Systems of Sarasota, Inc.
               ReSource Recovery Systems, Inc.
               ReSource Transfer Services, Inc.
               ReSource Waste Systems, Inc.
               Rochester Environmental Park, LLC
               Schultz Landfill, Inc.
               Sunderland Waste Management, Inc.
               U.S. Fiber, Inc.
               Waste-Stream Inc.
               Westfield Disposal Service, Inc.
               Winters Brothers, Inc.



                                                                     EXHIBIT 5.9

                                HALE AND DORR LLP
                                COUNSELORS AT LAW

                                  haledorr.com
                        60 STATE STREET - BOSTON, MA 02109
                         617-526-6000 - FAX 617-526-5000


                                        June 16, 2003

Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont  05701

     Re:  REGISTRATION STATEMENT ON FORM S-4

Dear Ladies and Gentlemen:

     This opinion is furnished to you in connection with a Registration
Statement on Form S-4 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") relating to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the issuance and exchange of up to $150,000,000 original principal
amount of 9.75% Senior Subordinated Notes Due 2013 (the "New Notes"), of
Casella Waste Systems, Inc., a Delaware corporation (the "Company"), and the
guarantees of the obligations represented by the New Notes (the "Guarantees"
and, together with the New Notes, the "Securities") by certain subsidiaries
of the Company (such entities, collectively, the "Guarantors").

     The Securities are to be issued pursuant to an Indenture, dated as of
January 24, 2003, as supplemented and amended from time to time (the
"Indenture"), among the Company, the Guarantors and U.S. Bank National
Association, as trustee (the "Trustee"). The Securities are to be issued in an
exchange offer (the "Exchange Offer") for a like aggregate original principal
amount of 9.75% Senior Subordinated Notes Due 2013 currently outstanding (the
"Old Notes") in accordance with the terms of an Exchange and Registration Rights
Agreement, dated as of January 21, 2003 (the "Registration Rights Agreement"),
by and among the Company, the Guarantors and the Purchasers (as defined
therein), which is filed as Exhibit 4.2 to the Registration Statement.

     Solely for the purpose of furnishing this opinion, we are acting as
special counsel for KTI, Inc. and KTI Environmental Group, Inc., each a New
Jersey corporation (the "New Jersey Guarantors"), Casella Waste Management of
Pennsylvania, Inc., a Pennsylvania corporation (the "Pennsylvania Guarantor")
and North Country Environmental Services, Inc., a Virginia corporation (the
"Virginia Guarantor"), in connection with the issuance by the New Jersey
Guarantors, the Pennsylvania Guarantor and the Virginia Guarantor of the
Guarantees. We have examined signed copies of the Registration Statement as
filed with the Commission. We have also examined and relied upon the
Registration Rights Agreement, the Indenture, resolutions adopted by the
board of directors of each of the New Jersey Guarantors, the Pennsylvania
Guarantor and the Virginia Guarantor, as provided to us by

                                                       
BOSTON   LONDON    MUNICH   NEW YORK   OXFORD  PRINCETON   RESTON   WALTHAM    WASHINGTON
- ------------------------------------------------------------------------------------------
          HALE AND DORR LLP IS A MASSACHUSETTS LIMITED LIABILITY PARTNERSHIP





Casella Waste Systems, Inc.
June 16, 2003
Page 2

the New Jersey Guarantors, the Pennsylvania Guarantor and the Virginia
Guarantor, respectively, the articles of incorporation and by-laws of each of
the New Jersey Guarantors, the Pennsylvania Guarantor and the Virginia
Guarantor, each as restated and/or amended to date, and such other documents as
we have deemed necessary for purposes of rendering the opinions hereinafter set
forth.

     In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.

     We express no opinion herein with respect to matters governed by any laws
other than the state laws of (i) the State of New Jersey, with respect to the
New Jersey Guarantors, (ii) the State of Pennsylvania, with respect to the
Pennsylvania Guarantor, and (iii) the Commonwealth of Virginia, with respect to
the Virginia Guarantor.

     Based upon and subject to the foregoing, we are of the opinion that:

          1.   Each of the New Jersey Guarantors, the Pennsylvania Guarantor and
the Virginia Guarantor has duly authorized, executed and delivered the
Indenture; and

          2.   Each of the New Jersey Guarantors, the Pennsylvania Guarantor and
the Virginia Guarantor has duly authorized the execution and delivery of its
Guarantee.

     It is understood that this opinion is to be used only in connection with
the offer and exchange of the Securities while the Registration Statement is in
effect.

     Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters". In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

                                            Very truly yours,

                                            /s/ Hale and Dorr LLP

                                            HALE AND DORR LLP



                                                                  Exhibit 12.1
                          CASELLA WASTE SYSTEMS, INC.
         STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                         (IN THOUSANDS, EXCEPT RATIOS)




                                                                       YEAR ENDED APRIL 30,
                                                        -----------------------------------------  --------
                                                           1999       2000       2001       2002      2003
                                                         --------   --------   --------   --------  --------
                                                                                     
FIXED CHARGE COVERAGE RATIO:

Income (loss) from continuing operations before
  income taxes, discontinued operations,
  extraordinary loss and cumulative effect of
  change in accounting principle.....................    $13,665    $23,121    $(114,001)  $15,798   $11,520
Undistributed earnings and minority interests........         --        502       1,026      (154)     (152)
(Gain) / loss in equity method investees.............         --      1,062      26,256    (1,899)   (2,073)
Distributed income of equity method investees........         --         --          --       500     2,000
Fixed charges........................................      6,171     17,547      41,961    31,888    27,291
Less: interest capitalized...........................       (530)      (640)       (373)     (437)     (719)
                                                         -------    -------    --------   -------   -------
Earnings (loss)......................................    $19,306    $41,592    $(45,131)  $45,696   $37,867
                                                         -------    -------    --------   -------   -------
Interest expense (includes amortization of deferred
  financing charges).................................    $ 5,641    $16,907    $ 41,588   $31,451   $26,572
Interest capitalized.................................        530        640         373       437       719
                                                         -------    -------    --------   -------   -------
Fixed charges........................................    $ 6,171    $17,547    $ 41,961   $31,888   $27,291
                                                         -------    -------    --------   -------   -------
Ratio of earnings to fixed charges...................       3.13       2.37          --      1.43      1.39
                                                         -------    -------    --------   -------   -------
PROFORMA FIXED CHARGE COVERAGE RATIO:

Proforma income from continuing operations before
  income taxes, discontinued operations,
  extraordinary item and cumulative effect of change
  in accounting principle............................                                               $11,520
Undistributed earnings and minority interests........                                                  (152)
Gain in equity method investees......................                                                (2,073)
Distributed income of equity method investees........                                                 2,000
Proforma fixed charges...............................                                                25,642
Less: interest capitalized...........................                                                  (719)
                                                                                                    -------
Proforma earnings....................................                                               $36,218
                                                                                                    -------
Proforma interest expense (includes amortization of
  deferred financing charges)........................                                               $24,923
Interest capitalized.................................                                                   719
                                                                                                    -------
Proforma fixed charges...............................                                               $25,642
                                                                                                    -------
Ratio of proforma earnings to proforma fixed
  charges............................................                                                  1.41
                                                                                                    -------




                                                                Exhibit 23.1



                       CONSENT OF INDEPENDENT AUDITORS
                       -------------------------------


We hereby consent to the use in this Registration Statement on Form S-4 of
Casella Waste Systems, Inc. of our reports dated July 22, 2003 relating to
the financial statements and financial statement schedules of Casella Waste
Systems, Inc., which appear in such Registration Statement. We also consent
to the reference to us under the heading "Experts" in such Registration
Statement.

/s/ PricewaterhouseCoopers LLP

Boston, MA
July 24, 2003


                                                                    EXHIBIT 99.1

                             LETTER OF TRANSMITTAL

                          CASELLA WASTE SYSTEMS, INC.

           OFFER TO EXCHANGE 9.75% SENIOR SUBORDINATED NOTES DUE 2013
                REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR
            ALL OUTSTANDING 9.75% SENIOR SUBORDINATED NOTES DUE 2013

              PURSUANT TO THE PROSPECTUS, DATED             , 2003

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

  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
              , 2003 UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE
  EXTENDED, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO
  5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------

               To: U.S. Bank National Association, Exchange Agent

                                            
        BY HAND OR OVERNIGHT COURIER:                   BY FACSIMILE TRANSMISSION:

        US Bank National Association                   US Bank National Association
          Corporate Trust Services                       Corporate Trust Services
            180 East Fifth Street                   Attn: Specialized Finance 4th Floor
          St. Paul, Minnesota 55101                      Facsimile: (651) 244-1537
     Attn: Specialized Finance 4th Floor



    DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL BEFORE COMPLETING IT.

    The undersigned acknowledges that he or she has received the prospectus,
dated             , 2003 (the "Prospectus"), of Casella Waste Systems, Inc., a
Delaware corporation (the "Company"), and this letter of transmittal (the
"Letter of Transmittal"), which together constitute the Company's offer (the
"Exchange Offer") to exchange an aggregate principal amount of up to
$150,000,000 of its 9.75% Senior Subordinated Notes due 2013 (the "New Notes")
registered under the Securities Act of 1933, as amended, for a like principal
amount of the Company's issued and outstanding unregistered 9.75% Senior
Subordinated Notes due 2013 (the "Old Notes"). Capitalized terms used but not
defined herein shall have the same meanings given them in the Prospectus. The
Exchange Offer is subject to all of the terms and conditions set forth in the
Prospectus, including without limitation, the right of the Company to waive,
subject to applicable laws, conditions. In the event of any conflict between the
Letter of Transmittal and the Prospectus, the Prospectus shall govern.

    The terms of the New Notes are substantially identical (including principal
amount, interest rate and maturity) to the terms of the Old Notes for which they
may be exchanged pursuant to the Exchange Offer, except that the New Notes are
registered under the Securities Act and do not contain provisions for certain
specified liquidated damages in connection with the failure to comply with the
registration covenant. For each Old Note accepted for exchange, the holder of
such Old Note will receive a New Note having a principal amount equal to that of
the surrendered Old Note. The New Notes will bear interest from the last
interest payment date of the Old Notes to occur prior to the issue date of the
New Notes or, if no interest has been paid, from the date of the indenture.
Interest on the New Notes will accrue at the rate of 9.75% per annum and will be
payable semi-annually in arrears on each February 1 and August 1, commencing on
August 1, 2003. The New Notes will mature on February 1, 2013.

    The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended. The
Company shall notify the holders of the Old Notes of any extension as promptly
as practicable by oral or written notice thereof.

    PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF
TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE
OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE
INSTRUCTION 11.

    The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.

                                       2

    List below the Old Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, list the certificate numbers and principal
amount of Old Notes on a separate signed schedule and affix the schedule to this
Letter of Transmittal.



- ---------------------------------------------------------------------------------------------------------------------------
                                                 DESCRIPTION OF OLD NOTES
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                            AGGREGATE         PRINCIPAL
           NAME(S) AND ADDRESS(S) OF REGISTERED HOLDER(S)                CERTIFICATE        AMOUNT OF           AMOUNT
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR ON CERTIFICATES)     NUMBER(S)*        OLD NOTES         TENDERED**
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  

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

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

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

                                                                             ----------------------------------------
                                                                            TOTAL
- ---------------------------------------------------------------------------------------------------------------------------


*   Need not be completed if Old Notes are being tendered by book-entry
    transfer.

**  Unless otherwise indicated in this column, ALL of the Old Notes represented
    by the certificates will be deemed to have been tendered. See
    Instruction 2. Old Notes tendered must be in denominations of principal
    amount of $1,000 and any integral multiple thereof. See Instruction 1.
- --------------------------------------------------------------------------------

  
/ /  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY
     BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
     EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:



    Name of Tendering Institution: _____________________________________________

    DTC Book-Entry Account: ____________________________________________________

    Transaction Code Number: ___________________________________________________

  
/ /  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED
     PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT
     TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:



    Name(s) of Registered Holder(s): ___________________________________________

    Window Ticket Number (if any): _____________________________________________

    Date of Execution of Notice of Guaranteed Delivery: ________________________

    Name of Institution which Guaranteed Delivery: _____________________________

    If Delivered by Book-Entry Transfer, Complete the Following: _______________

       DTC Book-Entry Account: _________________________________________________

       Transaction Code Number: ________________________________________________

  
/ /  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
     ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
     AMENDMENTS OR SUPPLEMENTS THERETO.



    Name: ______________________________________________________________________

    Address: ___________________________________________________________________

                                       3

              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

    Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns
and transfers to, or upon the order of, the Company all right, title and
interest in and to such Old Notes as are being tendered hereby.

    The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Old Notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim when the same are accepted by the Company. The
undersigned further represents that (i) it will acquire the New Notes in the
ordinary course of its business, (ii) it has no arrangements or understandings
with any person to participate in a distribution of the New Notes within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
(iii) it is not an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act.

    The undersigned also acknowledges that this Exchange Offer is being made by
the Company based upon the Company's understanding of an interpretation by the
staff of the Securities and Exchange Commission (the "Commission") as set forth
in no-action letters issued to third parties, that the New Notes issued in
exchange for the Old Notes pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than any such
holder that is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that: (i) such
New Notes are acquired in the ordinary course of such holder's business;
(ii) such holders are not engaged in, and do not intend to engage in, a
distribution of the New Notes and have no arrangement or understanding with any
person to participate in the distribution of the New Notes; and (iii) such
holders are not affiliates of the Company within the meaning of Rule 405 under
the Securities Act. However, the staff of the Commission has not considered the
Exchange Offer in the context of a request for a no-action letter, and there can
be no assurance that the staff of the Commission would make a similar
determination with respect to the Exchange Offer as in other circumstances.

    Any broker-dealer and any holder who has an arrangement or understanding
with any person to participate in the distribution of New Notes may not rely on
the applicable interpretations of the staff of the Commission. Consequently,
these holders must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any secondary resale
transaction. If the undersigned is a broker-dealer, it acknowledges that the
staff of the Commission considers broker-dealers that acquired Old Notes
directly from the Company, but not as a result of market-making activities or
other trading activities, to be making a distribution of the New Notes.

    If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Old Notes acquired by such broker-dealer as a result
of market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.

    The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter of Transmittal and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, personal representatives, executors, administrators, trustees in
bankruptcy and other legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or

                                       4

incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in "The Exchange Offer--Withdrawal of Tenders"
section of the Prospectus.

    Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please issue the New Notes in the name of the undersigned
or, in the case of a book-entry delivery of Old Notes, please credit the
book-entry account indicated above maintained at DTC. Similarly, unless
otherwise indicated under the box entitled "Special Delivery Instructions"
below, please send the New Notes (and, if applicable, substitute certificates
representing Old Notes for any Old Notes not exchanged) to the undersigned at
the address shown above in the box entitled "Description of Old Notes."

    THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS
SET FORTH IN SUCH BOX ABOVE.

                                       5

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

                         SPECIAL ISSUANCE INSTRUCTIONS
                           (SEE INSTRUCTIONS 3 AND 4)

    To be completed ONLY if certificates for Old Notes not tendered and/or New
Notes are TO BE ISSUED in the name of and sent to someone other than the
person(s) whose signature(s) appear(s) on this Letter of Transmittal above, or
if Old Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at DTC other than
the account indicated above.

Issue: New Notes and/or Old Notes to:

       
Name(s):  ----------------------------------
           (PLEASE TYPE OR PRINT)

- ---------------------------------------------
           (PLEASE TYPE OR PRINT)

Address:
          ----------------------------------

- ---------------------------------------------
            (INCLUDING ZIP CODE)



                             (Complete accompanying
                              Substitute Form W-9)

  
/ /  Credit unexchanged Old Notes delivered
     by book-entry transfer to the DTC
     account set forth below.

- --------------------------------------------
    (DTC Account Number, if applicable)



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

                         SPECIAL DELIVERY INSTRUCTIONS
                           (SEE INSTRUCTIONS 3 AND 4)

    To be completed ONLY if certificates for Old Notes not tendered and/or New
Notes are TO BE SENT to someone other than the person(s) whose signature(s)
appear(s) on this Letter of Transmittal above or to such person(s) at an address
other than shown in the box entitled "Description of Old Notes" on this Letter
of Transmittal above.

Mail: New Notes and/or Old Notes to:

       
Name(s):  ----------------------------------
           (PLEASE TYPE OR PRINT)

- ---------------------------------------------
           (PLEASE TYPE OR PRINT)

Address:
          ----------------------------------

- ---------------------------------------------
            (INCLUDING ZIP CODE)



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

    IMPORTANT: THIS LETTER OF TRANSMITTAL, OR A FACSIMILE HEREOF, OR AN AGENT'S
MESSAGE (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.

                 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                   CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

                                       6

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

                                PLEASE SIGN HERE

                   (TO BE COMPLETED BY ALL TENDERING HOLDERS)

          (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)

                                                                               
Dated:                                                                                     , 2003
           ---------------------------------------------------------------------------

x:                                                                                         , 2003
     ---------------------------------------          -----------------------------------

x:                                                                                         , 2003
     ---------------------------------------          -----------------------------------
          (SIGNATURE(S) OF OWNER(S))                                    (DATE)



                              
Area Code and Telephone Number:  -------------------------------------------------------



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

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

    If a holder is tendering any Old Notes, this Letter of Transmittal must be
signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Old Notes or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If any
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, please set forth full title. See Instruction 4.
- --------------------------------------------------------------------------------

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

        
Name(s):   ------------------------------------------------------------

- -----------------------------------------------------------------------
                        (PLEASE TYPE OR PRINT)

Capacity:
           ------------------------------------------------------------

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

Address:
           ------------------------------------------------------------

- -----------------------------------------------------------------------
                         (INCLUDING ZIP CODE)

                          SIGNATURE GUARANTEE

                    (if Required by Instruction 3)

- -----------------------------------------------------------------------
        (NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)

- -----------------------------------------------------------------------
  (ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA
                            CODE) OF FIRM)

- -----------------------------------------------------------------------
                        (AUTHORIZED SIGNATURES)

- -----------------------------------------------------------------------
                            (PRINTED NAME)

- -----------------------------------------------------------------------
                                (TITLE)



                                                               
Dated:  ------------------------------------------------------------ , 2003



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

                                       7

                                  INSTRUCTIONS

       FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE
            REGISTERED 9.75% SENIOR SUBORDINATED NOTES DUE 2013 FOR
              OUTSTANDING 9.75% SENIOR SUBORDINATED NOTES DUE 2013
                         OF CASELLA WASTE SYSTEMS, INC.

    1.  DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES; GUARANTEED
DELIVERY PROCEDURES.  A holder of Old Notes may tender the same by (i) properly
completing and signing this Letter of Transmittal or a facsimile thereof (all
references in the Prospectus to the Letter of Transmittal shall be deemed to
include a facsimile thereof) and delivering the same, together with the
certificate or certificates, if applicable, representing the Old Notes being
tendered and any required signature guarantees and any other documents required
by this Letter of Transmittal, to the Exchange Agent at its address set forth
above on or prior to the Expiration Date, or (ii) complying with the procedure
for book-entry transfer described below, or (iii) complying with the guaranteed
delivery procedures described below. Old Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.

    The Exchange Agent will make a request to establish an account with respect
to the Old Notes at The Depositary Trust Company, or DTC, for purposes of the
Exchange Offer promptly after the date of the Prospectus. Any financial
institution that is a participant in DTC's system, including Euroclear and
Clearstream, may make book-entry delivery of Old Notes by causing DTC to
transfer such Old Notes into the Exchange Agent's account at DTC in accordance
with DTC's Automated Tender Offer Program procedures for such transfer. However,
although delivery of Old Notes may be effected through book-entry transfer at
DTC, an Agent's Message (as defined in the next paragraph) in connection with a
book-entry transfer and any other required documents, must, in any case, be
transmitted to and received by the Exchange Agent at the address specified on
the cover page of this Letter of Transmittal on or prior to the Expiration Date
or the guaranteed delivery procedures described below must be compiled with.

    A Holder may tender Old Notes that are held through DTC by transmitting its
acceptance through DTC's Automatic Tender Offer Program ("ATOP"), for which the
transaction will be eligible, and DTC will then edit and verify the acceptance
and send an Agent's Message to the Exchange Agent for its acceptance. The term
"Agent's Message" means a message transmitted by DTC to, and received by, the
Exchange Agent and forming part of the book-entry confirmation, which states
that DTC has received an express acknowledgment from the participant tendering
the Old Notes that such participant has received the Letter of Transmittal and
agrees to be bound by the terms of the Letter of Transmittal, and that the
Company may enforce such agreement against such participant. Delivery of an
Agent's Message will also constitute an acknowledgment from the tendering DTC
participant that the representations and warranties set forth in this Letter of
Transmittal are true and correct.

    DELIVERY OF THE AGENT'S MESSAGE BY DTC WILL SATISFY THE TERMS OF THE
EXCHANGE OFFER AS TO EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL BY THE
PARTICIPANT IDENTIFIED IN THE AGENT'S MESSAGE. DTC PARTICIPANTS MAY ALSO ACCEPT
THE EXCHANGE OFFER BY SUBMITTING A NOTICE OF GUARANTEED DELIVERY THROUGH ATOP.

    Holders of Old Notes whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures,

    (i) such tender must be made through an Eligible Institution (as defined in
Instruction 4 below),

                                       8

    (ii) prior to the Expiration Date, the Exchange Agent must receive from such
Eligible Institution a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Company (by facsimile
transmission, mail or hand delivery or a properly transmitted Agent's Message in
lieu of Notice of Guaranteed Delivery), setting forth the name and address of
the holder of Old Notes, the certificate number or numbers of such Old Notes and
the principal amount of Old Notes tendered, stating that the tender is being
made thereby and guaranteeing that within three New York Stock Exchange trading
days after the Expiration Date, the Letter of Transmittal (or facsimile
thereof), together with the Old Notes tendered or a book-entry confirmation and
any other documents required by this Letter of Transmittal will be deposited by
the Eligible Institution with the Exchange Agent, and

   (iii) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the Old Notes tendered or a book-entry
confirmation and all other documents required by this Letter of Transmittal, are
received by the Exchange Agent within three New York Stock Exchange trading days
after the Expiration Date.

    THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ALL
OTHER REQUIRED DOCUMENTS, OR BOOK-ENTRY TRANSFER AND TRANSMISSION OF AN AGENT'S
MESSAGE BY A DTC PARTICIPANT, ARE AT THE ELECTION AND RISK OF THE TENDERING
HOLDERS. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION
DATE. NO LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY OR
DTC. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES OR NOMINEES TO EFFECT THE TENDERS FOR SUCH HOLDERS. SEE "THE
EXCHANGE OFFER" SECTION OF THE PROSPECTUS.

    2.  PARTIAL TENDERS; WITHDRAWALS.  If less than all of the Old Notes
evidenced by a submitted certificate are to be tendered, the tendering holder(s)
should fill in the aggregate principal amount of Old Notes tendered in the box
entitled "Description of Old Notes--Principal Amount Tendered." A newly issued
certificate for the Old Notes submitted but not tendered will be sent to such
holder as soon as practicable after the Expiration Date. All Old Notes delivered
to the Exchange Agent will be deemed to have been tendered unless otherwise
clearly indicated.

    If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration
Date.

    For a withdrawal to be effective:

    - the Exchange Agent must receive a written notice, which may be by
      telegram, telex, facsimile transmission or letter, of withdrawal at the
      address set forth above, or

    - for DTC participants, holders must comply with DTC's standard operating
      procedures for electronic tenders and the Exchange Agent must receive an
      electronic notice of withdrawal from DTC.

    Any notice of withdrawal must:

    - specify the name of the person who deposited the Old Notes to be
      withdrawn,

    - identify the Old Notes to be withdrawn, including the certificate number
      or numbers and principal amount of the Old Notes to be withdrawn,

    - be signed by the person who tendered the Old Notes in the same manner as
      the original signature on the Letter of Transmittal, including any
      required signature guarantees, and

                                       9

    - specify the name in which any Old Notes are to be re-registered, if
      different from that of the withdrawing holder.

    The Exchange Agent will return the properly withdrawn Old Notes without cost
to the holder as soon as practicable following receipt of the notice of
withdrawal. If Old Notes have been tendered pursuant to the procedure for
book-entry transfer, any notice of withdrawal must specify the name and number
of the account at the book-entry transfer facility to be credited with the
withdrawn Old Notes or otherwise comply with the book-entry transfer facility's
procedures. All questions as to the validity, form and eligibility, including
time of receipt, of any notice of withdrawal will be determined by the Company,
in its sole discretion, and such determination will be final and binding on all
parties.

    3.  TENDER BY HOLDER.  Except in limited circumstances, only a DTC
participant listed on a DTC securities position listing may tender Old Notes in
the Exchange Offer. Any beneficial owner of Old Notes who is not the registered
holder and is not a DTC participant and who wishes to tender should arrange with
such registered holder to execute and deliver this Letter of Transmittal on such
beneficial owner's behalf or must, prior to completing and executing this Letter
of Transmittal and delivering his, her or its Old Notes, either make appropriate
arrangements to register ownership of the Old Notes in such beneficial owner's
name or obtain a properly completed bond power from the registered holder or
properly endorsed certificates representing such.

    4.  SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the
registered holder of the Old Notes tendered hereby, the signature must
correspond exactly with the name as written on the face of the certificates
without alteration, enlargement or any change whatsoever.

    If any tendered Old Notes are owned of record by two or more joint owners,
all such owners must sign this Letter of Transmittal.

    If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
certificates.

    When this Letter of Transmittal is signed by the registered holder
(including any participant in DTC, whose name appears on a security position
listing as the owner of the Old Notes) of the Old Notes specified herein and
tendered hereby, no endorsements of certificates or separate bond powers are
required. If, however, the New Notes are to be issued to a person other than the
registered holder, then endorsements of any certificates transmitted hereby or
separate bond powers are required. Signatures on such certificate(s) must be
guaranteed by an Eligible Institution (as defined below).

    If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any Old Notes specified therein, such
certificate(s) must be endorsed by such registered holder(s) or accompanied by
separate written instruments of transfer or endorsed in blank by such registered
holder(s) exchange in form satisfactory to the Company and duly executed by the
registered holder, in either case signed exactly as such registered holder(s)
name or names appear(s) on the Old Notes.

    If this Letter of Transmittal or any certificates of Old Notes or separate
written instruments of transfer or exchange are signed or endorsed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and, unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with this Letter of Transmittal.

    Signature on a Letter of Transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by an Eligible Institution unless the Old Notes
tendered pursuant thereto are tendered (i) by a registered holder (including any
participant in DTC, whose name appears on a security position listing as the
owner of the Old Notes) who has not completed the box entitled "Special Payment

                                       10

Instructions" or "Special Delivery Instructions" on this Letter of Transmittal
or (ii) for the account of an Eligible Institution. In the event that signatures
on this Letter of Transmittal or a notice of withdrawal, as the case may be, are
required to be guaranteed, such guarantee must be by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States, or an "eligible guarantor institution"
within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (each of the foregoing an "Eligible Institution").

    5.  SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.  Tendering holders of Old
Notes should indicate in the applicable box the name and address to which New
Notes issued pursuant to the Exchange Offer are to be issued or sent, if
different from the name or address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Holders tendering Old Notes by book-entry transfer may request that
Old Notes not exchanged be credited to such account maintained at DTC as such
holder may designate hereon. If no such instructions are given, such Old Notes
not exchanged will be returned to the name or address of the person signing this
Letter of Transmittal.

    6.  TAX IDENTIFICATION NUMBER.  Federal income tax law generally requires
that a tendering holder whose Old Notes are accepted for exchange must provide
the Company (as payor) with such holder's correct Taxpayer Identification Number
("TIN") on the Substitute Form W-9 below or otherwise establish a basis for
exemption from backup withholding. If such holder is an individual, the TIN is
his or her social security number. If the Company is not provided with the TIN
or an adequate basis for an exemption, such tendering holder may be subject to a
penalty of at least $50 imposed by the Internal Revenue Service. In addition,
the holder of New Notes may be subject to backup withholding on all reportable
payments made after the exchange. The backup withholding rate currently is 28%.

    Certain holders are not subject to these backup withholding and reporting
requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.

    Under the federal income tax laws, payments that may be made by the Company
on account of New Notes issued pursuant to the Exchange Offer may be subject to
backup withholding (currently at a 28% rate). To prevent backup withholding,
each tendering holder of Old Notes must provide its correct TIN by completing
the "Substitute Form W-9" set forth below, certifying that the holder is a U.S.
person (including a U.S. resident alien), that the TIN provided is correct (or
that such holder is awaiting a TIN) and that (i) the holder is exempt from
backup withholding, (ii) the holder has not been notified by the Internal
Revenue Service that such holder is subject to backup withholding as a result of
a failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified the holder that such holder is no longer subject to backup
withholding. If the tendering holder of Old Notes is a nonresident alien or
foreign entity not subject to backup withholding, such holder must give the
Company a completed Form W-8BEN, Certificate of Foreign Status. These forms may
be obtained from the Exchange Agent. If the Old Notes are in more than one name
or are not in the name of the actual owner, such holder should consult the W-9
Guidelines for information on which TIN to report. If such holder does not have
a TIN, such holder should consult the W-9 Guidelines for instructions on
applying for a TIN, check the box in Part 2 of the Substitute Form W-9, write
"applied for" in lieu of its TIN and complete the Certificate of Awaiting
Taxpayer Identification Number. Note: checking this box or writing "applied for"
on the form means that such holder has already applied for a TIN or that such
holder intends to apply for one in the near future. If a holder checks the box
in Part 2 of the Substitute Form W-9 or writes "applied for" on that form,
backup withholding at the applicable rate will nevertheless apply to all
reportable payments made to such holder. If such a holder furnishes its TIN to
the Company within 60 days, however, any amounts so withheld shall be refunded
to such holder. If, however, the holder has not provided the Company with its
TIN within such 60-day period, the Company will remit such previously retained
amounts to the IRS as backup withholding.

                                       11

    Backup withholding is not an additional Federal income tax. Rather, the
Federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in overpayment of
taxes, a refund may be obtained from the Internal Revenue Service.

    7.  TRANSFER TAXES.  Holders who tender their Old Notes for exchange will
not be obligated to pay any transfer taxes in connection therewith. If, however,
New Notes are to be delivered to, or are to be issued in the name of, any person
other than the registered holder of the Old Notes tendered hereby, or if
tendered Old Notes are registered in the name of any person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the exchange of Old Notes in connection with the Exchange
Offer, the amount of any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering holder.

    Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes specified in this Letter of
Transmittal.

    8.  WAIVER OF CONDITIONS.  The Company reserves the right to waive
satisfaction of any or all conditions enumerated in the Prospectus.

    9.  NO CONDITIONAL TENDERS.  No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Old Notes, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Old Notes for exchange.

    Neither the Company, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.

    10.  MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.  Any holder whose Old
Notes have been mutilated, lost, stolen or destroyed should contact the Exchange
Agent at the address indicated above for further instructions.

    11.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.  Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, should be directed to the Exchange
Agent, at the address indicated above.

                                       12

                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                              (SEE INSTRUCTION 6)

                                                               
- --------------------------------------------------------------------------------------------------------
                               PAYOR'S NAME: CASELLA WASTE SYSTEMS, INC.
- --------------------------------------------------------------------------------------------------------
     SUBSTITUTE        PART 1--PLEASE PROVIDE YOUR TIN IN THE
      FORM W-9         BOX AT RIGHT AND CERTIFY BY SIGNING AND    TIN:
  DEPARTMENT OF THE    DATING BELOW. For individuals, this is            ------------------------------
  TREASURY INTERNAL    your Social Security Number (SSN). For                Social Security Number
   REVENUE SERVICE     sole proprietors or if your account is in   OR
                       more than one name, see the Instructions
 PAYOR'S REQUEST FOR   in the enclosed Guidelines. For other             ------------------------------
      TAXPAYER         entities, it is your Employer                     Employer Identification Number
   IDENTIFICATION      Identification Number (EIN). If you do
 NUMBER ("TIN") AND    not have a number, see how to get a TIN
    CERTIFICATION      in the enclosed Guidelines.
                       ------------------------------------------------------------------------------
                       PART 2--TIN Applied For / /
                       ------------------------------------------------------------------------------



CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT:

(1) the number shown on this form is my correct Taxpayer Identification Number
    (or I am waiting for a number to be issued to me),

(2) I am not subject to backup withholding because (a) I am exempt from backup
    withholding, (b) I have not been notified by the Internal Revenue Service
    (the "IRS") that I am subject to backup withholding as a result of a failure
    to report all interest or dividends, or (c) the IRS has notified me that I
    am no longer subject to backup withholding, and

(3) I am a U.S. person (including a U.S. resident alien).

                                                                   
Signature  --------------------------------------------------------   Date  ------------------



You must cross out item (2) of the above certification if you have been notified
by the IRS that you are subject to backup withholding because of underreporting
of interest or dividends on your tax returns and you have not been notified by
the IRS that you are no longer subject to backup withholding.

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING MAY APPLY TO ANY
PAYMENTS MADE TO YOU ON ACCOUNT OF THE NEW NOTES. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
- --------------------------------------------------------------------------------

                                       13

           YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
                   THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.
             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

    I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number by the time of
payment, a percentage (currently 28%) of all reportable cash payments made to me
thereafter will be withheld until I provide a number and such retained amounts
will be remitted to the Internal Revenue Service as backup withholding.

                                                                    
Signature:  -------------------------------------------------------   Date:  ------------------



                                       14

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Exhibit 99.5

TAX GUIDELINES

GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

        Guidelines for Determining the Proper Identification Number to Give the Payer.—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

Give the EMPLOYER
IDENTIFICATION
number of:

For this type of account:

Give the SOCIAL SECURITY
number of:

For this type of account:

1. An individual's account The individual 6. Sole proprietorship account or an account of a single-owner LLC The owner(3)

2. Two or more individuals
(joint account) The actual owner of the account or, if combined funds, the first individual on the account(1) 7. A valid trust, estate, or pension trust account The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(4)

3. Custodian account of a minor (Uniform Gift to Minors Act) The minor(2) 8. Corporate account or an account of an LLC electing corporate status on Form 8837 The corporation

4. a. The usual revocable savings trust account
(grantor is also trustee) The grantor-trustee(1) 9. Association, club, religious, charitable, educational or other tax-exempt organization account The organization

b. So-called trust account
that is not a legal or valid trust under state law The actual owner(1) 10. Partnership or multi-member LLC account The partnership

5. Sole proprietorship account or an account of a single-owner LLC The owner(3) 11. A broker or registered nominee The broker or nominee

12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The public entity

(1)
List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person's number must be furnished.

(2)
Circle the minor's name and furnish the minor's social security number.

(3)
You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your Social Security number or employer identification number (if you have one).

(4)
List first and circle the name of the legal trust, estate, or pension trust.

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

        Obtaining a Number

        If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number (for business and all other entities), at the local office of the Social Security Administration or the Internal Revenue Service or by calling 1 (800) TAX-FORM and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempt from backup withholding on ALL payments include the following:

•
An organization exempt from tax under Section 501(a), of the Internal Revenue Code of 1986, as amended (the "Code"), or an individual retirement account, or a custodial account under Section 403(b)(7) of the Code if the account satisfies the requirements of Section 401(f)(2) of the Code.

•
The United States or any agency or instrumentality thereof.

•
A state, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof.

•
A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

•
An international organization, or any agency or instrumentality thereof.

Payees that may be exempt from backup withholding include the following:

•
A corporation.

•
A financial institution.

•
A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.

•
A futures commission merchant registered with the Commodity Futures Trading Commission.

•
A real estate investment trust.

•
A common trust fund operated by a bank under Section 584(a) of the Code.

•
A trust exempt from tax under Section 664 of the Code or described in Section 4947 of the Code.

•
An entity registered at all times during the tax year under the Investment Company Act of 1940.

•
A foreign central bank of issue.

•
A middleman known in the investment community as a nominee or custodian.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•
Payments to nonresident aliens subject to withholding under Section 1441 of the Code.

•
Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•
Payments of patronage dividends not paid in money.

•
Payments made by certain foreign organizations.

•
Section 404(k) distributions made by an employee stock option plan.

Payments of interest not generally subject to backup withholding include the following:

•
Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer.

•
Payments of tax-exempt interest (including exempt-interest dividends under Section 852 of the Code).

•
Payments described in Section 6049(b)(5) of the Code to nonresident aliens.

•
Payments on tax-free covenant bonds under Section 1451 of the Code.

•
Payments made by certain foreign organizations.

•
Mortgage or student loan interest paid to you.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH A PAYER A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).

Certain payments other than interest, dividends and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A, and 6050N of the Code and the regulations promulgated thereunder.

Privacy Act Notice. Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of the tax returns. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a percentage (currently 28%) of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties.

(1)
Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)
Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500.

(3)
Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

2

QuickLinks
TAX GUIDELINES
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9


						Give the EMPLOYER IDENTIFICATION number of:
For this type of account:			Give the SOCIAL SECURITY number of:
			Give the SOCIAL SECURITY number of:	For this type of account:

1.	An individual's account		The individual	6.	Sole proprietorship account or an account of a single-owner LLC	The owner(3)
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account(1)	7.	A valid trust, estate, or pension trust account	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(4)
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)	8.	Corporate account or an account of an LLC electing corporate status on Form 8837	The corporation
4.	a.	The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)	9.	Association, club, religious, charitable, educational or other tax-exempt organization account	The organization
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner(1)	10.	Partnership or multi-member LLC account	The partnership
5.	Sole proprietorship account or an account of a single-owner LLC		The owner(3)	11.	A broker or registered nominee	The broker or nominee
				12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity