Cutler Frank W – ‘SC 13D’ on 6/26/98 re: Waste Connections, Inc.

As of:  Friday, 6/26/98   ·   Accession #:  935836-98-140   ·   File #:  5-54225

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General Statement of Beneficial Ownership   —   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             32±   123K 

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                                OMB APPROVAL
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UNITED STATES       
SECURITIES AND EXCHANGE COMMISSION      
Washington, D.C. 20549        

SCHEDULE 13D        
Under the Securities Exchange Act of 1934         
(Amendment No. *)         

Waste Connections, Inc.       
(Name of Issuer)        

Common Stock        
(Title of Class of Securities)          

941053100           
(CUSIP Number)          

Carolyn S. Reiser, Esq.       
Shartsis Friese & Ginsburg LLP        
One Maritime Plaza, 18th Floor        
San Francisco, CA 94111       
(415) 421-6500      
(Name, Address and Telephone Number of Person Authorized to       
Receive Notices and Communications)           

May 21, 1998        
(Date of Event which Requires Filing of this Statement)     

If the filing person has previously filed a statement on Schedule 13G to        
report the acquisition which is the subject of this Schedule 13D, and is        
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check      
the following box /X/.                                                          

Note:  Schedules filed in paper format shall include a signed original and      
five copies of the schedule, including all exhibits.  See Rule 13d-7(b) for     
other parties to whom copies are to be sent.                                    

* The remainder of this cover page shall be filled out for a reporting          
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which       
would alter disclosures provided in a prior cover page.                         

The information required on the remainder of this cover page shall not be       
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 ("Act") or otherwise subject to the liabilities of that section     
of the Act but shall be subject to all other provisions of the Act (however,    
see the Notes).                                                                 

Potential persons who are to respond to the collection of information           
contained in this form are not required to respond unless the form displays     
a currently valid OMB control number.                                           

SEC 1746 (10-97)                                                                

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CUSIP No. 941053100                          Page 2 of 6 Pages                  

------------------------------------------------------------------              
1    NAME OF REPORTING PERSON                                                   
IRS IDENTIFICATION NO. OF ABOVE PERSON                                

James N. Cutler, Jr.                                                  

------------------------------------------------------------------              
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /  /                 
                                      (b) /  /
------------------------------------------------------------------              
3    SEC USE ONLY                                                               
------------------------------------------------------------------              
4    SOURCE OF FUNDS*                                                           

PF                                                                    
------------------------------------------------------------------              
5    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT              
TO ITEMS 2(d) or 2(e)                                       /  /      
------------------------------------------------------------------              
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

United States                                                         
------------------------------------------------------------------              
NUMBER OF           7    SOLE VOTING POWER                            
SHARES                  977,322                                     
BENEFICIALLY          -----------------------------------------           
OWNED BY            8    SHARED VOTING POWER                          
EACH                   -0-                                        
REPORTING            -----------------------------------------          
PERSON             9    SOLE DISPOSITIVE POWER                      
WITH                   977,322                                    
           -----------------------------------------
10   SHARED DISPOSITIVE POWER 
-0-                 
------------------------------------------------------------------              
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               
977,322                                                               
------------------------------------------------------------------              
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     
CERTAIN SHARES*                                   / /                 
------------------------------------------------------------------              
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         
11.6%                                                                 
------------------------------------------------------------------              
14   TYPE OF REPORTING PERSON*                                                  
IN                                                                    
------------------------------------------------------------------              

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CUSIP No. 941053100                               Page 3 of 6 Pages             

ITEM 1.   SECURITY AND ISSUER.                                                  

This statement relates to shares of Common Stock (the "Stock") of Waste         
Connections, Inc. ("WCNX").  The principal executive office of WCNX is          
located at 2260 Douglas Boulevard, Suite 280, Roseville, CA  95661.             

ITEM 2.   IDENTITY AND BACKGROUND.                                              

The persons filing this statement and the persons enumerated in Instruction     
C of Schedule 13D and, where applicable, their respective places of             
organization, general partners, directors, executive officers and controlling   
persons, and the information regarding them, are as follows:                    

(a)  James N. Cutler, Jr. ("Cutler")                                  

(b)  The business address of Cutler is 6950 S.W. Hampton Street, Suite
200, Portland, OR  97223.                                                       

(c)  Cutler is a director of Continental Paper Recycling, L.L.C., an  
Oregon limited liability company engaged in the recycling business.  Its        
business address is as set forth in 2(b) above.                                 

(d)  During the last five years, Cutler has not been convicted in a   
criminal proceeding (excluding traffic violations or similar misdemeanors).     

(e)  During the last five years, Cutler was not a party to a civil    
proceeding of a judicial or administrative body of competent jurisdiction,      
such that, as a result of such proceeding, he was or is subject to a            
judgment, decree or final order enjoining future violations of, or              
prohibiting or mandating activities subject to, federal or state securities     
laws or finding any violation with respect to such laws.                        

(f)  Cutler is a citizen of the United States of America.             

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CUSIP No. 941053100                               Page 4 of 6 Pages             

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    

The source and amount of funds used in purchasing the Stock were as follows:    

Purchaser      Source of Funds               Amount                             

Cutler         PF (1)                             $184,669.10                   

(1) Includes 247,000 shares subject to a currently exercisable warrant          
granted to Cutler by WCNX in consideration of certain services rendered by      
Cutler to WCNX.                                                                 

ITEM 4.   PURPOSE OF TRANSACTION.                                               

The sole purpose of the acquisitions of the Stock reported herein is for        
investment.                                                                     

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CUSIP No. 941053100                               Page 5 of 6 Pages             

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 

The beneficial ownership of the Stock of the person named in Item 2 of this     
statement is as follows at the date hereof:                                     

Aggregate                                               
Beneficially Owned   Voting Power    Dispositive Power          
Name    Number    Percent     Sole   Shared    Sole     Shared                  

Cutler  977,322(1)  11.6%     977,322   0    977,322      0                     

(1)  Includes 247,000 shares of Stock receivable on exercise of a currently     
exercisable warrant.                                                  

The person filing this statement has effected no transactions in the Stock      
since March 21, 1998.                                                           

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH         
RESPECT TO SECURITIES OF THE ISSUER.                        

Cutler and several other stockholders are parties to a Second Amended and       
Restated Investors' Rights Agreement with WCNX, the form of which is attached   
as Exhibit A hereto.  That Agreement gives Cutler and certain other             
stockholders the right, subject to certain conditions, to include their         
shares in future registration statements relating to WCNX Stock and to cause    
WCNX to register certain shares of Stock owned by them.                         

Cutler holds a warrant to purchase 247,000 shares of Stock, which is            
currently exercisable.  The warrant is attached as Exhibit B hereto.            

In connection with the initial public offering of the Stock, Cutler has         
agreed not to sell or otherwise dispose of any shares of Stock before           
November 17, 1998 without the consent of BT Alex. Brown Incorporated.  The      
form of lock-up letter is attached as Exhibit C hereto.                         

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CUSIP No. 941053100                               Page 6 of 6 Pages             

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.                                     

A.   Form of Second Amended and Restated Investors' Rights Agreement            

B.   Warrant to Purchase Common Stock of Waste Connections, Inc.                

C.   Form of Lock-up Letter                                                     

SIGNATURES                                                                      

  After reasonable inquiry and to the best of my knowledge, I certify that
the information set forth in this statement is true, complete and correct.      

DATED:    June 22, 1998                                                         

/s/    James N. Cutler, Jr.                                         
____________________________________                                            
James N. Cutler, Jr.                                              

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                                                 Exhibit A

WASTE CONNECTIONS, INC.       

SECOND AMENDED AND RESTATED   
INVESTORS' RIGHTS AGREEMENT   

Dated as of         
September 30, 1997            

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TABLE OF CONTENTS   
                                            Page

1.   Registration Rights                                    1                   
1.1  Definitions                                       1              
1.2  Request for Registration.                         2              
1.3  Company Registration                              4              
1.4  Obligations of the Company                        4              
1.5  Furnish Information                               6              
1.6  Expenses of Company Registration                  6              
1.7  Underwriting Requirements                         6              
1.8  Delay of Registration                             7              
1.9  Indemnification                                   7              
1.10 Reports Under Securities Exchange Act of 1934     9              
1.11 Form S-3 Registration                             10             
1.12 Assignment of Registration Rights                 11             
1.13 "Market Stand-Off" Agreement                      11             
1.14 Termination of Registration Rights                12             
1.15 Registration of Common Stock                      12             

2.   Covenants of the Company                               12                  
2.1  Delivery of Financial Statements                  12             
2.2  Inspection                                        13             
2.3  Right of First Offer                              13             
2.4  Termination of Certain Covenants                  14             

3.   Miscellaneous                                          14                  
3.1  Restrictive Legend                                14             
3.2  Notice of Proposed Transfer                       15             
3.3  Successors and Assigns                            15             
3.4  Governing Law                                     15             
3.5  Counterparts                                      15             
3.6  Titles and Subtitles                              15             
3.7  Notices                                           15             
3.8  Expenses                                          16             
3.9  Amendments and Waivers                            16             
3.10 Severability                                      16             
3.11 Aggregation of Stock                              17             
3.12 Entire Agreement                                  17             
3.13 Further Assurances                                17             
3.14 Interpretation                                    17             
3.15 Additional Investors                              17             

Exhibit A Schedule of Investors                                                 

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SECOND AMENDED AND RESTATED             
INVESTORS' RIGHTS AGREEMENT             

THIS SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this    
"Agreement") is made as of September 30, 1997, by and among Waste               
Connections, Inc., a Delaware corporation (the "Company"), and the investors    
listed on Exhibit A hereto, each of which is herein referred to as an           
"Investor," with reference to the following facts:                              

The Company and the Investors are parties to the Stock Purchase       
Agreement dated as of September 30, 1997 (the "Stock Purchase Agreement")       
with respect to the purchase of shares of Series A Preferred Stock (the         
"Series A Preferred Stock") and Common Stock (the "Common Stock") of the        
Company.  In order to induce the Company to enter into the Stock Purchase       
Agreement and to induce the Investors to invest funds in the Company pursuant   
to the Stock Purchase Agreement, the Investors and the Company hereby agree     
that this Agreement shall govern the rights of certain of the Investors to      
cause the Company to register shares of Common Stock issuable to such           
Investors and certain other matters as set forth herein.                        

NOW, THEREFORE, in consideration of the foregoing premises and the    
mutual covenants and conditions set forth in this Agreement, the parties        
agree as follows:                                                               

 1.   Registration Rights.  The Company covenants and agrees as follows:

1.1  Definitions.  For purposes of this Agreement:          

      (a)  The term "Act" means the Securities Act of 1933, as
amended.                                                                        

          (b)  The term "Form S-3" means such form under the Act as in
effect on the date hereof or any registration form under the Act subsequently   
adopted by the SEC which permits inclusion or incorporation of substantial      
information by reference to other documents filed by the Company with the       
SEC.                                                                            

          (c)  The term "Holder" means any person owning or having the
right to acquire Registrable Securities or any assignee thereof in accordance   
with Section 1.12.                                                              

         (d)  The term "1934 Act" shall mean the Securities Exchange
Act of 1934, as amended.                                                        

     (e)  The term "Preferred Stock" shall mean the Series A
Preferred Stock of the Company.                                                 
        (f)  The terms "register", "registered" and "registration"
refer to a registration effected by preparing and filing a registration         
statement or similar document in compliance with the Act, and the declaration   
or ordering of effectiveness of such registration statement or document.        

           (g)  The term "Registrable Securities" means the Common Stock
sold pursuant to the Stock Purchase Agreement, the Common Stock issued          
pursuant to the Stock                                                           

Purchase Agreement dated as of February 4, 1998, by and among Waste             
Connections, Inc., Madera Disposal Systems, Inc., Alma Sciacqua, as trustee     
of the Sciacqua Family Trust B, Eugene Dupreau, Melvin G. Dias, and Charles     
B. Youngclaus, the Common Stock issuable upon exercise of the Warrants to       
purchase Common Stock issued to Eugene Dupreau, Melvin G. Dias, Charles B.      
Youngclaus, Imperial Bank, FSC Corp., Ronald J. Mittelstaedt, J. Bradford       
Bishop, Frank W. Cutler, James N. Cutler, Jr., Michael Harlan, Phil Rivard,     
Greg Popovich, Ed Quinnan and Steven Bouck, the Common Stock issuable or        
issued upon conversion of the Preferred Stock, and any other securities         
issued by the Company from time to time that the Company's Board of Directors   
determines should be included in the definition of "Registrable Securities",    
excluding in all cases, however, any Registrable Securities sold by a person    
in a transaction in which his rights under this Section 1 are not assigned;     
provided, however, that shares of Common Stock or other securities shall not    
be treated as Registrable Securities for the purposes of any registration if    
and so long as at the time of such registration all transfer restrictions and   
restrictive legends with respect thereto have been or, in the opinion of the    
Company's counsel, may be removed, and all the Registrable Securities held by   
such Holder may be sold without restriction (including any volume               
limitations) under Rule 144 under the Act.                                      

       (h)  The number of shares of "Registrable Securities then
outstanding" shall be determined by the number of shares of Common Stock        
outstanding which are, and the number of shares of Common Stock issuable        
pursuant to then exercisable or convertible securities which are, Registrable   
Securities.                                                                     

        (i)  The term "SEC" shall mean the Securities and Exchange
Commission.                                                                     

        (j)  The term "Underwritten Offering" means an offering of
Common Stock to the public pursuant to an effective Registration Statement      
that is firmly underwritten by a United States nationally recognized            
underwriter or underwriters that are selected or approved by the Company in     
accordance with this Agreement.                                                 
1.2  Request for Registration.                              

     (a)  If the Company shall receive at any time after the
earlier of (i) four years after the Closing of the Series A Preferred Stock     
offering or (ii) six (6) months after the effective date of the first           
registration statement for a public offering of securities of the Company       
(other than a registration statement relating either to the sale of             
securities to employees of the Company pursuant to a stock option, stock        
purchase or similar plan or an SEC Rule 145 transaction), a written request     
from Holders holding at least fifty percent (50%) of the Registrable            
Securities then outstanding (the "Initiating Holders") that the Company file    
a registration statement under the Act covering the registration of at least    
twenty percent (20%) of the Registrable Securities then outstanding (or a       
lesser percent if the anticipated aggregate offering price would exceed         
$100,000,000), then the Company shall, within twenty-one (21) days after the    
receipt thereof, give written notice of such request to all Holders and         
shall, subject to the limitations and pursuant to the provisions of this        
Section 1.2, use reasonable efforts to file a registration statement under      
the Act covering all Registrable Securities which the Holders request to be     
registered.                                                                     

          (b)  Notwithstanding the foregoing, the Company shall not be
obligated to take any action to effect any such registration pursuant to this   
Section 1.2:                                                                    

            (i)  if the Initiating Holders propose to dispose of
shares of Registrable Securities which may be immediately registered on         
Form S-3 pursuant to a request made under Section 1.11;                         

     (ii)  if the Holders shall have initiated two
registrations pursuant to this Section 1.2, which have been declared or         
ordered effective and pursuant to which securities have been sold or have       
been withdrawn by the Holders other than as a result of a material adverse      
change to the Company; or                                                       

            (iii)     if the Company has effected a registration
pursuant to this Section 1.2 within one year prior to receipt of a requested    
pursuant to Section 1.2(a).                                                     

  (c)(i)  Subject to the provisions of this Agreement,
including, but not limited to, the foregoing Section 1.2(b) and Section         
1.4(a), the Company shall file a registration statement as soon as              
practicable after receipt of the request or requests of the Initiating          
Holders under this Section 1.2, but in any event within ninety (90) days        
after receipt of such request or requests.                                      

       (ii) Notwithstanding anything to the contrary herein, the
Company shall not be obligated to effect a registration pursuant to this        
Section 1.2 during the period starting with the date approximately 10 days      
prior to the Company's good faith estimate of the date of filing of, and        
ending on the date six months following the effective date of, a Company-       
initiated registration statement pertaining to the initial registered           
underwritten public offering of securities for the Company's account (the       
"Initial Offering"); provided that the Company makes reasonable good faith      
efforts to cause such registration statement to become effective.               

           (d)  The right of any Holder to registration pursuant to this
Section 1.2 shall be conditioned on such Holder's participation in an           
Underwritten Offering and the inclusion of such Holder's Registrable            
Securities to be registered in the Underwritten Offering.  The Company shall    
(together with all Holders proposing to distribute their securities through     
such underwriting) enter into an underwriting agreement in customary form       
with the underwriter or underwriters selected by the Company, which             
underwriter or underwriters shall be reasonably acceptable to a majority in     
interest of the Initiating Holders.  Notwithstanding any other provision of     
this Section 1.2, if the underwriters advise the Initiating Holders and the     
Company in writing that marketing factors require a limitation of the number    
of shares to be underwritten and that the total amount of securities that all   
Holders (initiating and noninitiating) request pursuant to this Section         
1.2(d) to be included in such offering exceeds the amount of securities that    
the underwriters reasonably believe compatible with the success of the          
offering, the Company shall so advise all Holders and all of the Holders'       
shares to be included in the registration shall be allocated among all          
Holders requesting inclusion (initiating and noninitiating) pro rata            
according to the total amount of securities entitled to be included in such     
registration owned by each Holder requesting inclusion (initiating or           
noninitiating) or in such other proportions as shall be mutually agreed by      
such selling shareholders.  Shares of Registrable Securities held by the        
Holders shall not be subject to cutback following the allocation unless         
shares of all other selling shareholders have been eliminated from the          
offering.                                                                       

       If any Holder does not agree to the terms of any such underwriting,
that person shall be excluded therefrom by written notice from the Company or   
the underwriter.  Any Registrable Securities or other securities excluded or    
withdrawn from such underwriting shall be withdrawn from such registration.     
If shares are so withdrawn from the registration and the number of shares of    
Registrable Securities to be included in such registration was previously       
reduced as a result of marketing factors, the Company shall then offer to all   
persons who have retained the right to include securities in the registration   
the right to include additional securities in the registration in an            
aggregate amount equal to the number of shares so withdrawn, with such shares   
to be allocated among the persons requesting additional inclusion pro rata      
according to the total amount of securities entitled to be included in such     
registration owned by each such person or in such other proportions as shall    
be mutually agreed by such selling shareholders.  For purposes of the           
preceding sentence concerning apportionment, for any selling shareholder        
which is a holder of Registrable Securities and which is a partnership,         
limited liability company or corporation, the partners, retired partners,       
members, retired members and shareholders of such holder, or the estates and    
family members of any such partners, retired partners, members, retired         
members and shareholders and any trusts for the benefit of any of the           
foregoing persons shall be deemed to be a single "selling shareholder," and     
any pro-rata reduction with respect to such "selling shareholder" shall be      
based upon the aggregate amount of shares carrying registration rights owned    
by all entities and individuals included in such "selling shareholder," as      
defined in this sentence.                                                       

    1.3  Company Registration.  If (but without any obligation to do
so) the Company proposes to register (including for this purpose a              
registration effected by the Company for any shareholders) any of its stock     
or other securities under the Act in connection with the public offering of     
such securities solely for cash (other than a registration relating solely to   
the sale of securities to participants in a Company stock plan, a               
registration on any form which does not include substantially the same          
information as would be required to be included in a registration statement     
covering the sale of the Registrable Securities or a registration in which      
the only Common Stock being registered is Common Stock issuable upon            
conversion of debt securities which are also being registered), the Company     
shall, at such time, promptly give each Holder written notice of such           
registration.  Upon the written request of each Holder given within twenty      
(20) days after mailing of such notice by the Company in accordance with        
Section 3.7, the Company shall, subject to the provisions of Section 1.7,       
cause to be registered under the Act all of the Registrable Securities that     
each such Holder has requested to be registered.                                

  1.4  Obligations of the Company.  Whenever required under this
Section 1 to effect the registration of any Registrable Securities, the         
Company shall, as expeditiously as reasonably possible:                         

         (a)  Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to cause   
such registration statement to become effective, and, upon the request of the   
Holders of a majority of the Registrable Securities registered thereunder,      
keep such registration statement effective for a period of up to one hundred    
twenty (120) days or until the distribution contemplated in the Registration    
Statement has been completed; provided, however, that (i) such 120-day period   
shall be extended for a period of time equal to the period the Holder           
refrains from selling any securities included in such registration at the       
request of an underwriter of Common Stock (or other securities) of the          
Company; and (ii) in the case of any registration of Registrable Securities     
on Form S-3 which are intended to be offered on a continuous or delayed         
basis, such 120-day period shall be extended, if necessary, to keep the         
registration statement effective until all such Registrable Securities are      
sold, provided that Rule 415, or any successor rule under the Act, permits an   
offering on a continuous or delayed basis, and provided further that            
applicable rules under the Act governing the obligation to file a               
post-effective amendment permit, in lieu of filing a post-effective amendment   
which (i) includes any prospectus required by Section 10(a)(3) of the Act or    
(ii) reflects facts or events representing a material or fundamental change     
in the information set forth in the registration statement, the incorporation   
by reference of information required to be included in (i) and (ii) above to    
be contained in periodic reports filed pursuant to Section 13 or 15(d) of the   
1934 Act in the registration statement.  Notwithstanding anything to the        
contrary in this Agreement, the Company may delay filing a Registration         
Statement, and may withhold efforts to cause a Registration Statement to        
become effective, for a period not to exceed 120 days, if the Company shall     
furnish to Holders a certificate signed by the Chairman of the Board stating    
that in the good faith judgment of the Board of Directors of the Company, it    
would be seriously detrimental to the Company and its shareholders for such     
registration statement to be effected at such time; provided that such right    
to delay a request shall be exercised by the Company not more than once in      
any twelve (12) month period.  If, after a Registration Statement becomes       
effective, the Company advises the holders of registered shares that the        
Company considers it appropriate for the Registration Statement to be amended   
or supplemented, the holders of such shares shall suspend any further sales     
of their registered shares, for a period not to exceed 90 days, until the       
Company advises them that the registration statement has been amended or        
updated.                                                                        

    (b)  Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in           
connection with such registration statement as may be necessary to comply       
with the provisions of the Act with respect to the disposition of all           
securities covered by such registration statement.                              

     (c)  Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the          
requirements of the Act, and such other documents as they may reasonably        
request in order to facilitate the disposition of Registrable Securities        
owned by them.                                                                  

   (d)  Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities   
or Blue Sky laws of such jurisdictions as shall be reasonably requested by      
the Holders; provided that the Company shall not be required in connection      
therewith or as a condition thereto to qualify to do business or to file a      
general consent to service of process in any such states or jurisdictions.      

          (e)  In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual      
and customary form, with the managing underwriter of such offering.  Each       
Holder participating in such underwriting shall also enter into and perform     
its obligations under such an agreement.                                        

          (f)  Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is   
required to be delivered under the Act of the happening of any event as a       
result of which the prospectus included in such registration statement, as      
then in effect, includes an untrue statement of a material fact or omits to     
state a material fact required to be stated therein or necessary to make the    
statements therein not misleading in the light of the circumstances then        
existing.                                                                       

            (g)  Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar             
securities issued by the Company are then listed.                               

 (h)  Provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereunder and a CUSIP number for     
all such Registrable Securities, in each case not later than the effective      
date of such registration.                                                      

       1.5  Furnish Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1 with   
respect to the Registrable Securities of any selling Holder that such Holder    
shall furnish to the Company such information regarding itself, the             
Registrable Securities held by it, and the intended method of disposition of    
such securities as shall be required to effect the registration of such         
Holder's Registrable Securities.                                                

      1.6  Expenses of Company Registration.  The Company shall bear and
pay all expenses incurred in connection with any registration, filing or        
qualification of Registrable Securities with respect to the registrations       
pursuant to this Section 1 for each Holder (which right may be assigned as      
provided in Section 1.12), including (without limitation) all registration,     
filing, and qualification fees, printers and accounting fees relating or        
apportionable thereto and the fees and disbursements of counsel for the         
Company and one separate counsel for the selling Holders hereunder (selected    
by the Holders of a majority of the Registrable Securities that are included    
in the corresponding registration), but excluding underwriting discounts and    
commissions relating to Registrable Securities.                                 

    1.7  Underwriting Requirements.  In connection with any offering
involving an underwriting of shares of the Company's capital stock, the         
Company shall not be required under this Section 1 to include any of the        
Holders' securities in such underwriting unless they accept the terms of the    
underwriting as agreed upon between the Company and the underwriters selected   
by it (or by other persons entitled to select the underwriters), and then       
only in such quantity as the underwriters determine in their sole discretion    
will not, jeopardize the success of the offering by the Company.  If the        
total amount of securities, including Registrable Securities, requested by      
shareholders to be included in such offering exceeds the amount of securities   
that the underwriters determine in good faith is compatible with the success    
of the offering, the number of shares that may be included in the               
underwriting shall be allocated, first, to the Company; second, to the          
Holders on a pro rata basis based on the total number of Registrable            
Securities held by the Holders; and third, to any shareholder of the Company    
(other than a Holder) on a pro rata basis.  No such reduction shall reduce      
the amount of securities of the selling Holders included in the registration    
below fifteen percent (15%) of the total amount of securities included in       
such registration, unless such offering is the Initial Offering and such        
registration does not include shares of any other selling shareholders, in      
which event any or all of the Registrable Securities of the Holders may be      
excluded in accordance with the immediately preceding sentence.  In no event    
will shares of any other selling shareholder be included in such registration   
which would reduce the number of shares which may be included by Holders        
without the written consent of Holders of not less than two-thirds (66 2/3%)    
of the Registrable Securities proposed to be sold in the offering.              

       If any Holder does not agree to the terms of any such underwriting,
the holder shall be excluded therefrom by written notice from the Company or    
the underwriter.  Any Registrable Securities or other securities excluded or    
withdrawn from such underwriting shall be withdrawn from such registration.     
If shares are so withdrawn from the registration and or if the number of        
shares of Registrable Securities to be included in such registration was        
previously reduced as a result of marketing factors, the Company shall then     
offer to all persons who have retained the right to include securities in the   
registration the right to include additional securities in the registration     
in an aggregate amount equal to the number of shares so withdrawn, with such    
shares to be allocated among the persons requesting additional inclusion pro    
rata according to the total amount of securities entitled to be included in     
such registration owned by each such person or in such other proportions as     
shall be mutually agreed by such selling shareholders.  For purposes of the     
preceding sentence concerning apportionment, for any selling shareholder        
which is a holder of Registrable Securities and which is a partnership,         
limited liability company or corporation, the partners, retired partners,       
members, retired members and shareholders of such holder, or the estates and    
family members of any such partners, retired partners, members, retired         
members and shareholders and any trusts for the benefit of any of the           
foregoing persons shall be deemed to be a single "selling shareholder," and     
any pro-rata reduction with respect to such "selling shareholder" shall be      
based upon the aggregate amount of shares carrying registration rights owned    
by all entities and individuals included in such "selling shareholder," as      
defined in this sentence.                                                       

  1.8  Delay of Registration.  No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such         
registration as the result of any controversy that might arise with respect     
to the interpretation or implementation of this Section 1.                      

      1.9  Indemnification.  In the event any Registrable Securities are
included in a registration statement under this Section 1:                      

   (a)  To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, any underwriter (as defined in the     
Act) for such Holder and each person, if any, who controls such Holder or       
underwriter within the meaning of the Act or the 1934 Act, against any          
losses, claims, damages, or liabilities joint or several) to which they may     
become subject under the Act, the 1934 Act or other federal or state law,       
insofar as such losses, claims, damages, or liabilities (or actions in          
respect thereof) arise out of or are based upon any of the following            
statements, omissions or violations (collectively a "Violation"):  (i) any      
untrue statement or alleged untrue statement of a material fact contained in    
such registration statement, including any preliminary prospectus or final      
prospectus contained therein or any amendments or supplements thereto, (ii)     
the omission or alleged omission to state therein a material fact required to   
be stated therein, or necessary to make the statements therein not              
misleading, or (iii) any violation or alleged violation by the Company of the   
Act, the 1934 Act, any state securities law or any rule or regulation           
promulgated under the Act, the 1934 Act or any state securities law; and the    
Company will pay to each such Holder, underwriter or controlling person, as     
incurred, any legal or other expenses reasonably incurred by them in            
connection with investigating or defending any such loss, claim, damage,        
liability or action; provided, however, that the indemnity agreement            
contained in this subsection 1.9(a) shall not apply to amounts paid in          
settlement of any such loss, claim, damage, liability or action if such         
settlement is effected without the consent of the Company (which consent        
shall not be unreasonably withheld), nor shall the Company be liable in any     
such case for any such loss, claim, damage, liability or action to the extent   
that it arises out of or is based upon a Violation which occurs in reliance     
upon and in conformity with written information furnished expressly for use     
in connection with such registration by any such Holder, underwriter or         
controlling person of such Holder.                                              

           (b)  To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its     
officers who has signed the registration statement, each person, if any, who    
controls the Company within the meaning of the Act, any underwriter, any        
other Holder selling securities in such registration statement and any          
controlling person of any such underwriter or other Holder, against any         
losses, claims, damages or liabilities (joint or several) to which any of the   
foregoing persons may become subject, under the Act, the 1934 Act or other      
federal or state law, insofar as such losses, claims, damages or liabilities    
(or actions in respect thereto) arise out of or are based upon any Violation,   
in each case to the extent (and only to the extent) that such Violation         
occurs in reliance upon and in conformity with written information furnished    
by such Holder expressly for use in connection with such registration; and      
each such Holder will pay, as incurred, any legal or other expenses             
reasonably incurred by any person intended to be indemnified pursuant to this   
subsection 1.9(b), in connection with investigating or defending any such       
loss, claim, damage, liability or action; provided, however, that the           
indemnity agreement contained in this subsection 1.9(b) shall not apply to      
amounts paid in settlement of any such loss, claim, damage, liability or        
action if such settlement is effected without the consent of the Holder,        
which consent shall not be unreasonably withheld; provided, that, in no event   
shall any indemnity under this subsection 1.9(b) exceed the net proceeds from   
the offering received by such Holder.                                           

            (c)  Promptly after receipt by an indemnified party under this
Section 1.9 of notice of the commencement of any action (including any          
governmental action), such indemnified party will, if a claim in respect        
thereof is to be made against any indemnifying party under this Section 1.9,    
deliver to the indemnifying party a written notice of the commencement          
thereof and the indemnifying party shall have the right to participate in,      
and, to the extent the indemnifying party so desires, jointly with any other    
indemnifying party similarly noticed, to assume the defense thereof with        
counsel mutually satisfactory to the parties; provided, however, that an        
indemnified party (together with all other indemnified parties which may be     
represented without conflict by one counsel) shall have the right to retain     
one separate counsel, with the fees and expenses to be paid by the              
indemnifying party, if representation of such indemnified party by the          
counsel retained by the indemnifying party would be inappropriate due to        
actual or potential differing interests between such indemnified party and      
any other party represented by such counsel in such proceeding.  The failure    
to deliver written notice to the indemnifying party within a reasonable time    
of the commencement of any such action, if prejudicial to its ability to        
defend such action, shall relieve such indemnifying party of any liability to   
the indemnified party under this Section 1,9, but the omission so to deliver    
written notice to the indemnifying party will not relieve it of any liability   
that it may have to any indemnified party otherwise than under this             
Section 1.9.                                                                    

          (d)  If the indemnification provided for in this Section 1.9
is held by a court of competent jurisdiction to be unavailable to an            
indemnified party with respect to any loss, liability, claim, damage or         
expense referred to therein, then the indemnifying party, in lieu of            
indemnifying such indemnified party hereunder, shall contribute to the amount   
paid or payable by such indemnified party as a result of such loss,             
liability, claim, damage or expense in such proportion as is appropriate to     
reflect the relative fault of the indemnifying party on the one hand and of     
the indemnified party on the other in connection with the statements or         
omissions that resulted in such loss, liability, claim, damage or expense as    
well as any other relevant equitable considerations.  The relative fault of     
the indemnifying party and of the indemnified party shall be determined by      
reference to, among other things, whether the untrue or alleged untrue          
statement of a material fact or the omission to state a material fact relates   
to information supplied by the indemnifying party or by the indemnified party   
and the parties' relative intent, knowledge, access to information and          
opportunity to correct or prevent such statement or omission.                   

        (e)  Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting    
agreement entered into in connection with the underwritten public offering      
are in conflict with the foregoing provisions, the provisions in the            
underwriting agreement shall control.                                           

        (f)  The obligations of the Company and Holders under this
Section 1.9 shall survive the completion of any offering of Registrable         
Securities in a registration statement under this Section 1, and otherwise.     

       1.10 Reports Under Securities Exchange Act of 1934.  With a view to
making available to the Holders the benefits of Rule 144 promulgated under      
the Act and any other rule or regulation of the SEC that may at any time        
permit a Holder to sell securities of the Company to the public without         
registration or pursuant to a registration on Form S-3, the Company agrees      
to:                                                                             

       (a)  make and keep public information available, as those
terms are understood and defined in SEC Rule 144, at all times after ninety     
(90) days after the effective date of the first registration statement filed    
by the Company for the offering of its securities to the general public;        

       (b)  file with the SEC in a timely manner all reports and
other documents required of the Company under the Act and the 1934 Act; and     

        (c)  furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the   
Company that it has complied with the reporting requirements of SEC Rule 144    
(at any time after ninety (90) days after the effective date of the first       
registration statement filed by the Company), the Act and the 1934 Act (at      
any time after it has become subject to such reporting requirements), or that   
it qualifies as a registrant whose securities may be resold pursuant to         
Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent    
annual or quarterly report of the Company and such other reports and            
documents so filed by the Company, and (iii) such other information as may be   
reasonably requested in availing any Holder of any rule or regulation of the    
SEC which permits the selling of any such securities without registration or    
pursuant to such form.                                                          

  1.11 Form S-3 Registration.  In case the Company shall receive
written request or requests from at least ten percent (10%) of the Holders of   
the Registrable Securities that the Company effect a registration on Form S-3   
and any related qualification or compliance with respect to all or a part of    
the Registrable Securities owned by such Holder or Holders, the Company will:   

(a)  promptly give written notice of the proposed 
registration, and any related qualification or compliance, to all other         
Holders; and                                                                    

           (b)  as soon as practicable, effect such registration and all
such qualifications and compliances as may be so requested and as would         
permit or facilitate the sale and distribution of all such portion of such      
Holder's or Holders' Registrable Securities as are specified in such request,   
together with all or such portion of the Registrable Securities of any other    
Holder or Holders joining in such request as are specified in a written         
request given within 20 days after effectiveness of such written notice from    
the Company pursuant to Section 3.7; provided, however, that the Company        
shall not be obligated to effect any such registration, qualification or        
compliance pursuant to this Section 1.11: (i) if Form S-3 is not available      
for such offering by the Holders; (ii) if the Holders, together with the        
holders of any other securities of the Company entitled to inclusion in such    
registration, propose to sell Registrable Securities and such other             
securities (if any) at any aggregate price to the public less than              
$1,000,000; or (iii) as provided in Section 1.4(a) or Section 1.4(d).           

     (c)  Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other            
securities so requested to be registered as soon as practicable after receipt   
of the request or requests of the Holders.  Registrations effected pursuant     
to this Section 1.11 shall not be counted as demands for registration           
effected pursuant to Section 1.2.                                               

    1.12 Assignment of Registration Rights.  The rights to cause the
Company to register Registrable Securities pursuant to this Section 1 may be    
assigned to a transferee or assignee (other than a competitor of the Company)   
who acquires at least twenty-five percent (25%) of the shares held by a         
Holder provided:  (a) the Company is, within a reasonable time after such       
transfer, furnished with written notice of the name and address of such         
transferee or assignee and the securities with respect to which such            
registration rights are being assigned; (b) such transferee or assignee         
agrees in writing to be bound by and subject to the terms and conditions of     
this Agreement and the Stockholders Agreement, including without limitation     
the provisions of Section 1.13 below; (c) such assignment shall be effective    
only if immediately following such transfer the further disposition of such     
securities by the transferee or assignee is restricted under the Act; and       
(d) transfer of registration rights to a limited or general partner of any      
Holder that is a partnership will be without restriction as to minimum          
shareholding.  For the purposes of determining the number of shares of          
Registrable Securities held by a transferee or assignee, the holdings of        
transferees and assignees of a partnership or limited liability company who     
are partners or retired partners of such partnership or members or retired      
members of such limited liability company (including spouses and ancestors,     
lineal descendants and siblings of such partners, members or spouses who        
acquire Registrable Securities by gift, will or intestate succession) shall     
be aggregated together and with the partnership or limited liability company;   
provided that all assignees and transferees who would not qualify               
individually for assignment of registration rights shall have a single          
attorney-in-fact for the purpose of exercising any rights, receiving notices    
or taking any action under this Section 1.                                      

   1.13 "Market Stand-Off" Agreement.  Each Investor hereby agrees
that, during the period of duration specified by the Company and an             
underwriter of Common Stock or other securities of the Company, following the   
effective date of a registration statement filed under the Act for the first    
public offering of the Company's Common Stock, it shall not, to the extent      
requested by the Company and such underwriter, directly or indirectly sell,     
offer to sell, contract to sell (including, without limitation, any short       
sale), grant any option to purchase or otherwise transfer or dispose of         
(other than to donees who agree to be similarly bound) any securities of the    
Company held by it at any time during such period except Common Stock           
included in such registration; provided, however, that:                         

            (a)  all officers and directors of the Company, all holders of
Common Stock and options to purchase Common Stock and all other persons with    
registration rights (whether or not pursuant to this Agreement) enter into      
similar agreements; and                                                         

         (b)  such market stand-off time period shall not exceed 180
days.                                                                           

      In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each   
Investor (and the shares or securities of every other person subject to the     
foregoing restriction) until the end of such period.                            

    Notwithstanding the foregoing, the obligations described in this
Section 1.13 shall not apply to a registration relating solely to employee      
benefit plans on Form S-1 or Form S-8 or similar forms which may be             
promulgated in the future, or a registration relating solely to a Commission    
Rule 145 transaction on Form S-14 or Form 915 or similar forms which may be     
promulgated in the future.                                                      

1.14 Termination of Registration Rights.                    

    (a)  No Holder shall be entitled to exercise any right
provided for in this Section 1 after five (5) years following the               
consummation of the sale of securities pursuant to a registration statement     
filed by the Company under the Act in connection with the Initial Offering.     

  (b)  In addition, the right of any Holder to request
registration or inclusion in any registration pursuant to Section 1 shall       
terminate on the closing of the first Company-initiated registered public       
offering of Common Stock of the Company if all shares of Registrable            
Securities held or entitled to be held upon conversion by such Holder may       
immediately be sold under Rule 144 during any 90 day period, or on such date    
after the closing of the first Company-initiated registered public offering     
of Common Stock of the Company as all shares of Registrable Securities held     
or entitled to be held upon conversion by such Holder may immediately be sold   
under Rule 144 during any 90 day period.                                        

    1.15 Registration of Common Stock.  For purposes of Section 1 of
this Agreement, the only securities which the Company shall be required to      
register pursuant hereto shall be shares of Common Stock, provided, however,    
that, in any underwritten public offering contemplated by Section 1 hereof,     
the holders of Preferred Stock shall be entitled to sell such Preferred Stock   
to the underwriters for conversion and sale of the shares of Common Stock       
issued upon conversion thereof.                                                 

2.   Covenants of the Company.                                        

     2.1  Delivery of Financial Statements.  The Company shall deliver
to each holder of Series A Preferred Stock (or Common Stock issued upon         
conversion of Series A Preferred Stock):                                        

      (a)  as soon as practicable, but in any event within one
hundred twenty (120) days after the end of each fiscal year of the Company,     
an income statement for such fiscal year, a balance sheet of the Company and    
statement of shareholder's equity as of the end of such year, and a statement   
of cash flows for such year, such year-end financial reports to be in           
reasonable detail, prepared in accordance with generally accepted accounting    
principles ("GAAP"), and audited and certified by independent public            
accountants of nationally recognized standing selected by the Company; and      

        (b)  as soon as practicable, but in any event within sixty
(60) days after the end of each of the first three (3) quarters of each         
fiscal year of the Company, an unaudited income statement for such fiscal       
quarter, statement of cash flows for such fiscal quarter and an unaudited       
balance sheet as of the end of such fiscal quarter.                             

     2.2  Inspection.  The Company shall permit each Investor, at such
Investor's expense, to visit and inspect the Company's properties, to examine   
its books of account and records and to discuss the Company's affairs,          
finances and accounts with its officers, all at such reasonable times as may    
be requested by the Investor; provided, however, that the Company shall not     
be obligated pursuant to this Section 2.2 to provide access to any              
information which it reasonably considers to be a trade secret or similar       
confidential information.                                                       

   2.3  Right of First Offer.  Subject to the terms and conditions
specified in this Section 2.3, the Company hereby grants to each Investor a     
right of first offer with respect to future sales by the Company of its         
Shares (as hereinafter defined).  For purposes of this Section 2.3, Investor    
includes any general partners, managers and affiliates of an Investor.  An      
Investor shall be entitled to apportion the right of first offer hereby         
granted it among itself and its partners, members and affiliates in such        
proportions as it deems appropriate.                                            

       Each time the Company proposes to offer any shares of, or
securities convertible into or exercisable for any shares of, any class of      
its capital stock ("Shares"), the Company shall first make an offering of       
such Shares to each Investor in accordance with the following provisions:       

       (a)  The Company shall deliver a notice by certified mail
("Notice") to the Investors stating (i) its bona fide intention to offer such   
Shares, (ii) the number of such Shares to be offered, and (iii) the price and   
terms, if any, upon which it proposes to offer such Shares.                     

          (b)  By written notification received by the Company, within
20 calendar days after giving of the Notice, the Investor may elect to          
purchase or obtain, at the price and on the terms specified in the Notice, up   
to that portion of such Shares which equals the proportion that the number of   
shares of common stock issued and held, or issuable upon conversion of the      
Preferred Stock then held by such Investor bears to the total number of         
shares of common stock of the Company then outstanding (assuming full           
conversion and exercise of all convertible or exercisable securities).  The     
Company shall promptly, in writing, inform each Investor which purchases all    
the shares available to it ("Fully-Exercising Investor") of any other           
Investor's failure to do likewise.  During the ten-day period commencing        
after such information is given, each Fully-Exercising Investor shall be        
entitled to obtain that portion of the Shares for which Investors were          
entitled to subscribe but which were not subscribed for by the Investors        
which is equal to the proportion that the number of shares of common stock      
issued and held, or issuable upon conversion of Preferred Stock then held by    
such Fully-Exercising Investor bears to the total number of shares of common    
stock issued and held, or issuable upon conversion of the Preferred Stock       
then held, by all Fully-Exercising Investors who wish to purchase some of the   
unsubscribed shares.                                                            

       (c)  If all Shares which Investors are entitled to obtain
pursuant to subsection 2.3(b) are not elected to be obtained as provided in     
subsection 2.3(b) hereof, the Company may, during the 60-day period following   
the expiration of the period provided in subsection 2.3(b) hereof, offer the    
remaining unsubscribed portion of such Shares to any person or persons at a     
price not less than, and upon terms no more favorable to the offeree than       
those specified in the Notice.  If the Company does not enter into an           
agreement for the sale of the Shares within such period, or if such agreement   
is not consummated within 30 days of the execution thereof, the right           
provided hereunder shall be deemed to be revived and such Shares shall not be   
offered unless first reoffered to the Investors in accordance herewith.         

            (d)  The right of first offer in this Section 2.3 shall not be
applicable (i) to consummation of a bona fide, firmly underwritten public       
offering of shares of common stock registered under the Act pursuant to a       
registration statement on Form S-1, at an offering price of at least $5.00      
per share (appropriately adjusted for any stock split, dividend, combination    
or other recapitalization) with aggregate gross proceeds to the Company of at   
least $5,000,000, (ii) the issuance of securities pursuant to the conversion    
or exercise of convertible or exercisable securities, (iii) the issuance of     
securities in connection with a bona fide business acquisition of or by the     
Company, whether by merger, consolidation, sale of assets, sale or exchange     
of stock or otherwise, or (iv) the issuance of options or warrants to           
purchase shares of Common Stock to officers, directors and employees of, or     
consultants to, the Company, with an exercise price greater than the then       
current conversion price of the Company's Series A Preferred Stock.             

         (e)  The right of first offer set forth in this Section 2.3
may be assigned or transferred to the same parties, subject to the same         
restrictions pursuant to Section 1.12.                                          

      2.4  Termination of Certain Covenants.  The covenants set forth in
this Section 2 shall terminate and be of no further force or effect upon the    
consummation of a bona fide, firmly underwritten public offering of shares of   
Common Stock registered under the Act pursuant to a registration statement on   
Form S-1, at an offering price of at least $5.00 per share (appropriately       
adjusted for any stock split, dividend, combination or other                    
recapitalization) with aggregate gross proceeds to the Company of at least      
$5,000,000.                                                                     

3.   Miscellaneous.                                                   

     3.1  Restrictive Legend.  Each certificate representing Preferred
Stock or Common Stock issued upon conversion thereof shall, except as           
otherwise provided in Section 3.2, be stamped or otherwise imprinted with a     
legend substantially in the following form:                                     

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY   
STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF       
UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH OTHER APPLICABLE      
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.                            

A certificate shall not bear such legend if in the opinion of counsel           
satisfactory to the Company the securities being sold thereby may be publicly   
sold without registration under the Act and any applicable state securities     
laws.                                                                           

     3.2  Notice of Proposed Transfer.  Prior to any proposed transfer
of any Preferred Stock or Common Stock issued upon conversion thereof (other    
than under the circumstances described in Section 1), the holder thereof        
shall give written notice to the Company of his or her intention to effect      
such transfer.  Each such notice shall describe the manner of the proposed      
transfer and, if reasonably requested by the Company, shall be accompanied by   
an opinion of counsel satisfactory to the Company to the effect that the        
proposed transfer may be effected without registration under the Act and any    
applicable state securities laws, whereupon the holder of such stock shall be   
entitled to transfer such stock in accordance with the terms of the notice;     
provided, however, that no such opinion of counsel shall be required for a      
transfer to one or more partners or members of the transferor (in the case of   
a transferor that is a partnership or limited liability company) or to an       
affiliated corporation (in the case of a transferor that is a corporation).     
Each certificate for Preferred Stock or Common Stock issued upon conversion     
thereof transferred as above provided shall bear the legend set forth in        
Section 3.1, except that such certificate shall not bear such legend if (i)     
such transfer is in accordance with the provisions of Rule 144 (or any other    
rule permitting public sale without registration under the Act) or (ii) the     
opinion of counsel referred to above is to the further effect that the          
transferee and any subsequent transferee (other than an affiliate of the        
Company) would be entitled to transfer such securities in a public sale         
without registration under the Act.  The restrictions provided for in this      
Section 3.2 shall not apply to securities which are not required to bear the    
legend prescribed by Section 3.1 in accordance with the provisions of that      
Section.                                                                        

      3.3  Successors and Assigns.  Except as otherwise provided herein,
the terms and conditions of this Agreement shall inure to the benefit of and    
be binding upon the respective successors and assigns of the parties            
(including transferees of any shares of Registrable Securities).  Nothing in    
this Agreement, express or implied, is intended to confer upon any party        
other than the parties hereto or their respective successors and assigns any    
rights, remedies, obligations, or liabilities under or by reason of this        
Agreement, except as expressly provided in this Agreement.                      

3.4  Governing Law.  This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of           
California, without regard to that state's conflict of laws principles.         

       3.5  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which       
together shall constitute one and the same instrument.                          

     3.6  Titles and Subtitles.  The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in         
construing or interpreting this Agreement.                                      

3.7  Notices.  Any notice, consent, authorization or other  
communication to be given hereunder shall be in writing and shall be deemed     
duly given and received when delivered personally or transmitted by facsimile   
transmission with receipt acknowledged by the addressee or three days after     
being mailed by first class mail, or the next business day after being          
deposited for next-day delivery with a nationally recognized overnight          
delivery service, charges and postage prepaid, properly addressed to the        
party to receive such notice at the following address for such party (or at     
such other address as shall be specified by like notice):                       

(a)  if to the Company, to:                       

Waste Connections, Inc.                                               
3510 Trenton Way                                                      
El Dorado Hills, CA  95762                                            

Attention:  Ronald J. Mittelstaedt                                    
Telephone:  (916) 939-7986                                            
Facsimile:  (916) 939-7987                                            

with copies to:                                                       

Shartsis, Friese & Ginsburg LLP                                       
One Maritime Plaza, 18th Floor                                        
San Francisco, California 94111                                       
Attention:     Robert D. Evans, Esq.                                  
Telephone:     (415) 421-6500                                         
Facsimile:     (415) 421-2922                                         

   (b)  if to the Investors, to the address indicated on
Exhibit A.                                                                      

Unless otherwise provided, any notice required or permitted under this          
Agreement shall be given in writing and shall be deemed effectively given       
upon personal delivery to the party to be notified or upon deposit with the     
United States Post Office, by registered or certified mail, postage prepaid     
and addressed to the party to be notified at the address indicated for such     
part on the signature page hereof, or at such other address as such party may   
designate by ten (10) days' advance written notice to the other parties.        

     3.8  Expenses.  If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall    
be entitled to reasonable attorneys' fees, costs and necessary disbursements    
in addition to any other relief to which such party may be entitled.            

   3.9  Amendments and Waivers.  Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived          
(either generally or in a particular instance and either retroactively or       
prospectively), only with the written consent of the Company and the holders    
of a majority of the Registrable Securities then outstanding.  Any amendment    
or waiver effected in accordance with this Section shall be binding upon each   
holder of any Registrable Securities then outstanding, each future holder of    
all such Registrable Securities, and the Company.                               

  3.10 Severability.  If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held      
invalid or unenforceable, the remainder of this Agreement, or the application   
of such provision to persons or circumstances other than those to which it is   
held to be invalid or unenforceable, shall not be affected thereby.             

    3.11 Aggregation of Stock.  All shares of Registrable Securities
held or acquired by affiliated entities or persons shall be aggregated          
together for the purpose of determining the availability of any rights under    
this Agreement.                                                                 

      3.12 Entire Agreement.  This Agreement, the Stockholders Agreement
and the Stock Purchase Agreement of even date contain the entire agreement of   
the parties and supersede all prior negotiations, correspondence, agreements    
and understandings, written and oral, between or among the parties, regarding   
the subject matter hereof.                                                      

     3.13 Further Assurances.  Each party shall execute such other and
further certificates, instruments and other documents as may be necessary and   
proper to implement, complete and perfect the transactions contemplated by      
this Agreement.                                                                 

      3.14 Interpretation.  All parties have been assisted by counsel in
the preparation and negotiation of this Agreement and the transactions          
contemplated hereby, and this Agreement shall be construed according to its     
fair language.  The rule of construction to the effect that any ambiguities     
are to be resolved against the drafting party shall not be employed in the      
interpretation of this Agreement.                                               

       3.15 Additional Investors.  If the Company shall at any future time
desire to issue or reissue any shares of Common Stock or Series A Preferred     
Stock to any person or firm (including any Investors), all such issuees shall   
become parties to this Agreement with respect to such shares of the Company's   
stock by executing a counterpart of this Agreement or a writing agreeing to     
be bound hereby.  Such additional Investors shall be added to Exhibit A         
hereto.                                                                         

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.                                                       

COMPANY:                      WASTE CONNECTIONS, INC.                 

By:       
            Ronald J. Mittelstaedt
     President & CEO

INVESTOR:                     (Name of Investor)                      

By:       
Name:     
Title:    

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Exhibit A                         

LIST OF COMMON AND SERIES A PREFERRED STOCKHOLDERS          

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                                                 Exhibit B

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE ON EXERCISE     
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND   
MAY NOT BE ENCUMBERED, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, TRANSFERRED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT     
THEREFOR UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND       
SUBSTANCE TO THE CORPORATION AND CONCURRED IN BY THE CORPORATION'S COUNSEL TO   
THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR SUCH        
TRANSACTION COMPLIES WITH RULES PROMULGATED BY THE SECURITIES AND EXCHANGE      
COMMISSION UNDER SAID ACT.                                                      

Warrant No. 4                                Warrant to Purchase                
                           247,000 shares of
                               Common Stock (Subject
                        to Adjustment)

WARRANT TO PURCHASE COMMON STOCK        
of        
WASTE CONNECTIONS, INC.       

Void after December 14, 2008                                                    

 This certifies that for value received, James N. Cutler, Jr.,
("Holder") is entitled, subject to the terms set forth below, at any time or    
from time to time before 5:00 p.m., Pacific standard time, on December 14,      
2008, to purchase from Waste Connections, Inc., a Delaware corporation (the     
"Company"), up to 247,000 fully paid and nonassessable shares of the common     
stock, par value $0.01 per share, of the Company (the "Common Stock") as        
constituted on December 15, 1997 (the "Issue Date"), upon surrender hereof at   
the principal office of the Company, with the subscription form attached        
hereto properly completed and duly executed, and simultaneous payment           
therefor in lawful money of the United States at the price of $2.80 per         
share, subject to adjustment as provided in Section 4 hereof (the "Purchase     
Price").  The number and character of such shares of Common Stock are also      
subject to adjustment as provided below.  Such number shall be reduced at       
such time or times as this Warrant is exercised in part by the number of        
shares as to which this Warrant is then exercised.  The term "Warrant Stock"    
shall mean, unless the context otherwise requires, the stock and other          
securities and property at any time receivable upon the exercise of this        
Warrant.  The term "warrant" as used herein shall include this Warrant and      
any warrants delivered in substitution or exchange therefor as provided         
herein.                                                                         

1.   Method of Exercise; Payment.  Subject to compliance with the     
provisions of Section 7 hereof:                                                 

     A.   Cash Exercise.  This Warrant may be exercised as a whole, or
in part from time to time, by the Holder by delivering this Warrant, for        
cancellation if it is exercised as a whole or for endorsement if it is          
exercised in part, together with a Subscription in the form appearing at the    
end hereof properly completed and duly executed by or on behalf of the          
Holder, to the Company at its office in Roseville, California (or at the        
office of the agency maintained for such purpose), accompanied by payment in    
cash or by certified or official bank check payable to the order of the         
Company, in an aggregate amount equal to the Purchase Price as then adjusted    
times the number of shares of Warrant Stock as to which this Warrant is then    
being exercised.  In the event of any such exercise that is partial, the        
Company shall endorse this Warrant as having been exercised to that extent      
and return this Warrant to the Holder.  This Warrant shall be deemed to have    
been exercised immediately prior to the close of business on the date of its    
surrender for exercise as provided above, and the person entitled to receive    
the shares of Warrant Stock issuable upon such exercise shall be treated for    
all purposes as the holder of such shares of record as of the close of          
business on such date.                                                          

B.   Net Issue Exercise.  In lieu of exercising this Warrant
pursuant to Section 1.A, Holder may elect to receive shares equal to the        
value of this Warrant (or the portion thereof being cancelled) by surrender     
of this Warrant at such office together with notice of such election, in        
which event the Company shall issue to Holder a number of shares of Warrant     
Stock computed using the following formula:                                     

X = Y (A-B)                                                                     
A                                                                       

Where X = the number of shares of Warrant Stock to be issued to Holder.         

Y = the number of shares of Warrant Stock purchasable under this    
    Warrant at the date of such calculation or, if only a portion of
      this Warrant is being exercised, the portion of this Warrant being
cancelled at the date of such calculation..                 

A = the fair market value of one share of Warrant Stock purchasable 
under this Warrant at the date of such calculation.         

B = Purchase Price (as adjusted to the date of such calculations).  

For purposes of this Warrant, fair market value of one share of Warrant Stock   
shall mean:                                                                     

      (1)  The average of the closing bid and asked prices of the Common
Stock quoted on the NASDAQ Stock Market or the closing price quoted on any      
national securities exchange on which the Common Stock is listed, whichever     
is applicable, as published in the Western Edition of The Wall Street Journal   
for the ten trading days prior to the date of determination of fair market      
value; or                                                                       

     (2)  If the Common Stock is not traded on the NASDAQ stock market
or on such an exchange, an amount reasonably determined in good faith by the    
Board of Directors to be the fair market value.                                 

   C.   Delivery of Stock Certificates.  The Company will, or will
direct its transfer agent to, issue, as soon as practicable after any           
exercise of this Warrant under Section 1 and in any event within thirty days    
thereafter, at its expense (including the payment by it of any applicable       
issue taxes), in the name of and deliver to the Holder, or as the Holder may    
direct (on payment by the Holder of any applicable transfer taxes) a            
certificate or certificates for the number of fully paid and nonassessable      
shares of Warrant Stock as to which this warrant is so exercised.               

2.  Payment of Taxes.  All shares of Warrant Stock issued upon the  
exercise of this Warrant shall be validly issued, fully paid and                
nonassessable, and the Company shall pay all taxes and other governmental       
charges that may be imposed in respect of the issuance or delivery thereof.     
The Company shall not be required, however, to pay any tax or other charge      
imposed in connection with any transfer involved in the issue of any            
certificate for shares of Warrant Stock in any name other than that of the      
Holder and, in such case, the Company shall not be required to issue or         
deliver any stock certificate until such tax or other charge has been paid,     
or it has been established to the Company's satisfaction that no tax or other   
charge is due.                                                                  

3.   A.   Transfer.  Subject to Section 7, this Warrant and all rights
hereunder are transferable, as a whole or in part, on the books of the          
Company maintained for such purpose at the office specified pursuant to         
Section 1.A, by the Holder in person, or by duly authorized attorney, upon      
surrender of this Warrant properly endorsed and upon payment of any necessary   
transfer tax or other governmental charge imposed upon such transfer.           

    Upon any partial transfer, the Company will issue and deliver to
the Holder a new warrant or warrants of like tenor with respect to the shares   
of Warrant Stock not so transferred.  In lieu of any fraction of a share to     
which the Holder would otherwise be entitled, the Company may deliver to the    
Holder cash in an amount equal to such fraction of the current fair market      
value of one full share determined in the manner provided in Section 1.B.       

   Each taker and holder of this Warrant, by taking or holding the
same, consents and agrees that this Warrant, when endorsed in blank, shall be   
deemed negotiable and that when this Warrant shall have been so endorsed, the   
person in possession of this Warrant may be treated by the Company, and all     
other persons dealing with this Warrant, as the absolute owner hereof for any   
purpose and as the person entitled to exercise the rights represented hereby,   
any notice to the contrary notwithstanding, but until a transfer of this        
Warrant on the books of the Company, the Company may treat the Holder as the    
owner for all purposes.                                                         

   B.   Exchange.  At the request of the Holder, the Company shall
exchange this Warrant for two or more Warrants of like tenor entitling the      
Holder to purchase the same aggregate number of shares of Warrant Stock, each   
new Warrant to represent the right to purchase such number of shares of         
Warrant Stock as the Holder shall designate at the time of such exchange;       
provided that the Holder shall not be entitled so to exchange this Warrant or   
any warrant received in any such exchange on more than an aggregate of five     
occasions.                                                                      

 4.   A.   Adjustment for Dividends in Other Stock or Property.  In case
at any time, or from time to time, after the Issue Date the holders of the      
Common Stock of the Company (or any shares of stock or other securities at      
the time receivable upon the exercise of this Warrant), shall have received,    
or, on or after the record date fixed for the determination of eligible         
stockholders, shall have become entitled to receive, without payment            
therefor:                                                                       

  (1)  Other or additional stock or other securities or property
(other than cash) by way of a dividend;                                         

     (2)  Any cash paid or payable out of capital, or capital surplus,
or surplus created as a result of a revaluation of property; or                 

  (3)  Other or additional stock or other securities or property
(including cash) by way of a stock-split, spin-off, reclassification,           
combination of shares or similar corporate rearrangement;                       

then, and in each such case, the Holder, upon the exercise hereof (as           
provided in Section 1), shall be entitled to receive the number of shares of    
Warrant Stock and other securities and property (including cash in the cases    
referred to in clauses (2) and (3) above) which the Holder would hold on the    
date of such exercise if on the Issue Date the Holder had been the holder of    
record of the number of shares of Common Stock called for on the face of this   
Warrant and had thereafter, during the period from the Issue Date to and        
including the date of such exercise, retained such shares and/or all other or   
additional stock and other securities and property (including cash in the       
cases referred to in clauses (2) and (3) above) receivable by the Holder as     
aforesaid during such period, giving effect to all adjustments during such      
period pursuant to this Section 4.                                              

B.   Merger, Sale of Assets, etc.  If at any time while this
Warrant, or any portion thereof, is outstanding and unexpired there shall be    
(i) a reorganization (other than a combination, reclassification, exchange or   
subdivision of shares otherwise provided for herein), (ii) a merger or          
consolidation of the Company with or into another corporation in which the      
Company is not the surviving entity, or a reverse triangular merger in which    
the Company is the surviving entity but the shares of the Company's capital     
stock outstanding immediately prior to the merger are converted by virtue of    
the merger into other property, whether in the form of securities, cash, or     
otherwise, or (iii) a sale or transfer of the Company's properties and assets   
as, or substantially as, an entirety to any other person, then, as a part of    
such reorganization, merger, consolidation, sale or transfer, lawful            
provision shall be made so that the holder of this Warrant shall thereafter     
be entitled to receive upon exercise of this Warrant, during the period         
specified herein and upon payment of the Purchase Price then in effect, the     
number of shares of stock or other securities or property of the successor      
corporation resulting from such reorganization, merger, consolidation, sale     
or transfer that a holder of the shares deliverable upon exercise of this       
Warrant would have been entitled to receive in such reorganization,             
consolidation, merger, sale or transfer if this Warrant had been exercised      
immediately before such reorganization, merger, consolidation, sale or          
transfer, all subject to further adjustment as provided in this Section 4.      
The foregoing provisions of this Section 4.B shall similarly apply to           
successive reorganizations, consolidations, mergers, sales and transfers and    
to the stock or securities of any other corporation that are at the time        
receivable upon the exercise of this Warrant.  If the per-share consideration   
payable to the holder hereof for shares in connection with any such             
transaction is in a form other than cash or marketable securities, then the     
value of such consideration shall be determined in good faith by the            
Company's Board of Directors.  In all events, appropriate adjustment (as        
determined in good faith by the Company's Board of Directors) shall be made     
in the application of the provisions of this Warrant with respect to the        
rights and interests of the Holder after the transaction, to the end that the   
provisions of this Warrant shall be applicable after that event, as near as     
reasonably may be, in relation to any shares or other property deliverable      
after that event upon exercise of this Warrant.                                 

   C.   Reclassification, etc.   If the Company, at any time while
this Warrant, or any portion hereof, remains outstanding and unexpired by       
reclassification of securities or otherwise, shall change the Warrant Stock     
into the same or a different number of securities of any other class or         
classes, this Warrant shall thereafter represent the right to acquire such      
number and kind of securities as would have been issuable as the result of      
such change with respect to the Warrant Stock immediately prior to such         
reclassification or other change and the Purchase Price therefor shall be       
appropriately adjusted, all subject to further adjustment as provided in this   
Section 4.                                                                      

     D.   Split, Subdivision or Combination of Shares.  If the Company
at any time while this Warrant, or any portion hereof, remains outstanding      
and unexpired shall split, subdivide or combine the Warrant Stock, into a       
different number of securities of the same class, the Purchase Price for such   
securities shall be proportionately decreased in the case of a split or         
subdivision or proportionately increased in the case of a combination.          

  E.   Adjustments for Dividends in Stock or Other Securities or
Property.  If while this Warrant, or any portion hereof, remains outstanding    
and unexpired the holders of the securities as to which purchase rights under   
this Warrant exist at the time shall have received, or, on or after the         
record date fixed for the determination of eligible stockholders, shall have    
become entitled to receive, without payment therefor, other or additional       
stock or other securities or property (other than cash) of the Company by way   
of dividend, then and in each case, this Warrant shall represent the right to   
acquire, in addition to the number of shares of Warrant Stock receivable upon   
exercise of this Warrant, and without payment of any additional consideration   
therefor, the amount of such other or additional stock or other securities or   
property (other than cash) of the Company that such Holder would hold on the    
date of such exercise had it been the holder of record of the Warrant Stock     
on the date hereof and had thereafter, during the period from the date hereof   
to and including the date of such exercise, retained such shares and/or all     
other additional stock available by it as aforesaid during such period,         
giving effect to all adjustments called for during such period by the           
provisions of this Section 4.                                                   

    F.   Certificate as to Adjustments.  Upon the occurrence of each
adjustment or readjustment pursuant to this Section 4, the Company at its       
expense shall promptly compute such adjustment or readjustment in accordance    
with the terms hereof and furnish to each Holder of this Warrant a              
certificate setting forth such adjustment or readjustment and showing in        
detail the facts upon which such adjustment or readjustment is based.  The      
Company shall, upon the written request, at any time, of any such Holder,       
furnish or cause to be furnished to such Holder a like certificate setting      
forth:  (i) such adjustments and readjustments; (ii) the Purchase Price at      
the time in effect; and (iii) the number of shares and the amount, if any, of   
other property that at the time would be received upon the exercise of the      
Warrant.                                                                        

      G.   No Dilution or Impairment.  The Company will not by amendment
of its Articles of Incorporation, or through reorganization, consolidation,     
merger, dissolution, issuance or sale of securities, sale of assets, or any     
other voluntary action, avoid or seek to avoid the observance or performance    
of any of the terms of this Warrant, but will at all times in good faith        
assist in the carrying out of all such terms and in the taking of all such      
action as may be necessary or appropriate in order to protect the rights of     
the Holder against dilution or other impairment.  Without limiting the          
generality of the foregoing, the Company (a) will not increase the par value    
of any shares of Warrant Stock receivable upon the exercise of this Warrant     
above the amount payable therefor upon such exercise, (b) will take all such    
action as may be necessary or appropriate in order that the Company may         
validly and legally issue fully paid and nonassessable shares upon the          
exercise of this Warrant, and (c) will take no action to amend its Articles     
of Incorporation which would change to the detriment of the holders of Common   
Stock (whether or not any Common Stock be at the time outstanding) the          
dividend or voting rights of the Company's Common Stock (as constituted on      
the Issue Date).                                                                

H.   Notices of Record Date.  In case:                      

     (1)  The Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time receivable upon the exercise    
of this Warrant) for the purpose of entitling them to receive any dividend or   
other distribution or any right to subscribe for or purchase any shares of      
stock of any class or any other securities, or to receive any other right, or   

(2)  Of any capital reorganization of the Company, any      
reclassification of the capital stock of the Company, any split or              
combination of shares of any class of capital stock of the Company, any         
consolidation or merger of the Company with or into another corporation, or     
any conveyance of all or substantially all of the assets of the Company to      
another corporation, or                                                         

       (3)  Of any voluntary dissolution, liquidation or winding-up of the
Company,                                                                        

then, and in each such case, the Company will mail or cause to be mailed to     
the Holder a notice specifying, as the case may be, (a) the date on which a     
record is to be taken for the purpose of such dividend, distribution or         
right, and stating the amount and character of such dividend, distribution or   
right, or (b) the date on which such reorganization, reclassification, split,   
combination, consolidation, merger, conveyance, dissolution, liquidation or     
winding-up is to take place, and the time, if any is to be fixed, as of which   
the holders of record of Common Stock (or such stock or securities at the       
time receivable upon the exercise of this Warrant) shall be entitled to         
exchange their shares of Common Stock (or such other stock or securities) for   
securities or other property deliverable upon such reorganization,              
reclassification, split, combination, consolidation, merger, conveyance,        
dissolution, liquidation or winding-up.  Such notice shall be mailed at least   
90 days prior to the date therein specified.                                    

5.   Loss or Mutilation.  Upon receipt by the Company of evidence     
reasonably satisfactory to it of the ownership of and the loss, theft,          
destruction or mutilation of this Warrant, and of indemnity reasonably          
satisfactory to it, and (in the case of mutilation) upon surrender and          
cancellation of this Warrant, the Company will execute and deliver in lieu      
thereof a new warrant of like tenor.                                            

6.   Reservation of Common Stock.  The Company shall at all times     
reserve and keep available for issue upon the exercise of this Warrant such     
number of its authorized but unissued shares of Warrant Stock as will be        
sufficient to permit the exercise in full of this Warrant.                      

7.   Investment Intent.  The Holder, by accepting this Warrant,       
represents and warrants to the Company as follows:                              

   A.   Acquisition for Own Account.  The Holder is acquiring this
Warrant and will acquire the shares of Warrant Stock on exercise of this        
Warrant with the Holder's own funds, for the Holder's own account, not as a     
nominee or agent.  The Holder is not obligated to transfer this Warrant or      
any Warrant Stock to anyone else nor has any agreements or understandings to    
do so.  The Holder is purchasing or will purchase this Warrant and the          
Warrant Stock for investment for an indefinite period and not with a view to    
any sale or distribution thereof, by public or private sale or other            
disposition, and has no intention of selling, granting any participation in     
or otherwise distributing or disposing of any thereof.  The Holder does not     
intend to subdivide the Holder's purchase with anyone.                          

B.   Restricted Securities.  The Holder is able to bear the 
economic risk of the Holder's investment in this Warrant and the Warrant        
Stock and is aware that the Holder must be prepared to hold this Warrant and    
the Warrant Stock for an indefinite period and that this Warrant and the        
Warrant Stock have not been registered under the Securities Act of 1933, as     
amended (the "Act"), on the ground that no distribution or public offering of   
this Warrant or the Warrant Stock is to be effected and this Warrant or the     
Warrant Stock are being or will be issued by the Company without any public     
offering within the meaning of Section 4(2) of the Act.                         

   C.   Sophistication.  The Holder is an "accredited investor" as
that term is defined in Regulation D under the Act.  The Holder has such        
knowledge and experience in financial and business matters that the Holder is   
capable of evaluating the merits and risks of the Holder's investment in this   
Warrant and the Warrant Stock.                                                  

D.   Agreement to Refrain from Resales.  Without in any way 
limiting the Holder's representations herein, the Holder further agrees that    
the Holder shall not encumber, pledge, hypothecate, sell, assign, transfer or   
otherwise dispose of this Warrant or any Warrant Stock, unless and until,       
prior to any proposed encumbrance, pledge, hypothecation, sale, assignment,     
transfer or other disposition, either (i) a registration statement on Form      
S-l (or any other form appropriate for the purpose or replacing such form)      
under the Act with respect thereto shall be then effective (ii)(a) the Holder   
shall have furnished the Company with a statement of the circumstances of the   
proposed disposition and an opinion of counsel (obtained at the Holder's        
expense) satisfactory to the Company to the effect that such disposition will   
not require registration under the Act and (b) counsel for the Company shall    
have concurred in such opinion of counsel and the Company shall have advised    
the Holder of such concurrence; or (iii) the Warrant Stock can then be sold     
pursuant to Rule 144 under the Act.                                             

 E.   Certificates to be Legended.  The Holder understands and
agrees that this Warrant, any warrant issued to replace this Warrant and any    
certificate representing Warrant Stock will bear a legend on the face thereof   
(or on the reverse thereof with a reference to such legend on the face          
thereof) in substantially the form set forth on the first page of this          
Warrant and any other legend that the Company considers necessary or            
appropriate to comply with any applicable securities law.                       

8.   Registration.  The Company acknowledges that it has granted to   
certain holders of its capital stock certain rights to registration of such     
capital stock for resale under the Act, the terms and conditions of which       
rights are set forth in an Investors' Rights Agreement dated as of              
September 30, 1997.  The Company covenants and agrees to seek an amendment to   
the Investors' Rights Agreement to include the Warrant Stock in the             
Registrable Securities to which the registration rights set forth in            
Section 1 of the Investors' Rights Agreement so that the Holder shall be        
entitled to identical registration rights pari passu with such holders of       
capital stock as if the Holder had acquired the Warrant Stock concurrently      
with such holders and pursuant to the Investors' Rights Agreement.  If such     
amendment is not consented to by the holders of a majority of the Registrable   
Securities as required by the Investors' Rights Agreement, the Company shall    
promptly prepare and thereafter enter into with the Holder a Registration       
Rights Agreement providing for the same registration rights as the Investors'   
Rights Agreement, which rights shall be subject and subordinate only to those   
set forth in the Investors' Rights Agreement.                                   

 9.   Notices.  All notices and other communications from the Company to
the Holder shall be mailed by first-class registered or certified mail,         
postage prepaid, to the address furnished to the Company in writing by the      
last Holder who shall have furnished an address to the Company in writing.      

10.  Change; Waiver.  Neither this Warrant nor any term hereof may be 
changed, waived, discharged or terminated orally but only by an instrument in   
writing signed by the party against which enforcement of the change, waiver,    
discharge or termination is sought.                                             

 11.  Attorneys' Fees.  In the event any party is required to engage the
services of attorneys for the purpose of enforcing this Warrant, or any         
provision hereof, the prevailing party shall be entitled to recover its         
reasonable attorneys' fees and any other costs or expenses.                     

12.  Headings.  The headings in this Warrant are for purposes of      
convenience in reference only, and shall not be deemed to constitute a part     
hereof.                                                                         

13.  Law Governing.  This Warrant shall be construed and enforced in  
accordance with and governed by the laws of the State of California.            

DATED:  December 15, 1997                                                       

WASTE CONNECTIONS, INC.                                                         

By:                                                                             
Ronald J. Mittelstaedt                                                
President and                                                         
Chief Executive Officer                                               

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ENDORSEMENTS                            

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SUBSCRIPTION FORM                       

(To be executed only upon exercise of warrant)      

     The undersigned Holder of this Warrant irrevocably exercises this
Warrant for the purchase of _________ shares of Common Stock of Waste           
Connections, Inc., purchasable with this Warrant, and herewith makes payment    
therefor, all at the price and on the terms and conditions specified in this    
Warrant.                                                                        

Dated: ___________________________                                              

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(signature of Holder)                                                           

(Street Address)                                                                

(city) (state) (zip Code)                                                       

SC 13D
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FORM OF ASSIGNMENT                      

    FOR VALUE RECEIVED the undersigned Holder of this Warrant hereby
sells, assigns and transfers unto the Assignee named below all of the rights    
of the undersigned under the within Warrant, with respect to the number of      
shares of Common Stock set forth below:                                         

and does hereby irrevocably constitute and appoint ____________ [Attorney] to   
make such transfer on the books of Waste Connections, Inc., maintained for      
the purpose, with full power of substitution in the premises.                   

Dated: ____________________                                                     

SC 13D
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[Holder]                                                                        

By:                                                                             
Name:                                                                 
Title:                                                                

SC 13D
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                                                 Exhibit C

April __, 1998      

BT Alex. Brown Incorporated                                                     
CIBC Oppenheimer Corp.                                                          
As Representatives of the Several Underwriters                                  
c/o BT Alex. Brown Incorporated                                                 
One South Street                                                                
Baltimore, Maryland  21202                                                      

Re:  Waste Connections, Inc. Initial Public Offering        

   I am an executive officer, director and/or shareholder of Waste
Connections, Inc. (the "Company").  I hereby agree and represent to you that,   
without the prior written approval of BT Alex. Brown Incorporated, I will not   
directly or indirectly make or cause any offering, sale or other disposition    
of any shares of Common Stock of the Company which I own either of record or    
beneficially, and of which I have the power to control the disposition, other   
than gifts of shares of the Company's Common Stock if the donee agrees in       
writing to be bound by the terms of this agreement, from this date to a date    
180 days after the effective date of the Registration Statement, Form S-1,      
File No. 333-_____ filed by the Company with the United States Securities and   
Exchange Commission under the Securities Act of 1933, as amended.  I            
recognize that you and the Company are relying on my representations and        
agreement contained hereby in entering into underwriting arrangements with      
respect to the offering contemplated by such Registration Statement, as         
amended.                                                                        

       Very truly yours,

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		12/14/08		12
		8/31/99		1					8-K
		11/17/98		5
Filed on:		6/26/98
		6/22/98		6					8-K,  SC 13D
		5/21/98		1					S-1/A
		3/21/98		5
		2/4/98		9
		12/15/97		12
		9/30/97		7		12
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