Earthcare Co Sample Contracts

Earthcare Co – STOCK PURCHASE AGREEMENT (November 14th, 2001)

EXHIBIT 10.2 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into by and between EarthCare Company, a Delaware Corporation (hereinafter referred to as "EarthCare" or "Seller"), and Tempered Air Systems, Inc., a Georgia Corporation (hereinafter referred to as "Buyer"). WITNESSETH: WHEREAS, the Seller is the owner of all of the capital stock of the following corporations, as well as the following assets: a. Hulsey Environmental Services, Co., Inc. (hereinafter referred to as "Environmental"); b. John Hulsey Plumbing Heating & Cooling, Inc. (hereinafter referred to as "Plumbing"); (Such corporations are sometimes hereinafter referred to as the "Companies."); and c. Certain assets of the Atlanta service center, as hereinafter defined (hereinafter referred to as t

Earthcare Co – CREDIT AGREEMENT (November 14th, 2001)

EXHIBIT 10.1 FIFTH AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT THIS FIFTH AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT (the "Agreement") is being executed and delivered as of November 13, 2001, by and among EarthCare Company, a Delaware corporation (the "Company"), the Company's subsidiaries named as signatories hereto, Mr. Raymond M. Cash ("Mr. Cash"), and Mr. Donald F. Moorehead, Jr. ("Mr. Moorehead" and, together with Mr. Cash and such Subsidiary signatories, collectively, the "Guarantors"), the financial institutions from time to time party to such Credit Agreement referred to and defined below (collectively, the "Banks"), and Bank of America, N.A., as representative of the Banks (in such capacity, the "Administrative Agent"). Undefined capitalized terms used herein shall have the mean

Earthcare Co – PAGE ---- Questions and answers about the special meeting and the proposals ............................1 Summary ......................................... .............................................6 Risk factors ................... .............................................................10 Special note regarding forward-looking statements ...........................................19 Selected historical financial data ..........................................................20 Unaudited pro forma financial data ..........................................................22 The special me (October 19th, 2001)

EARTHCARE COMPANY 14901 Quorum Drive Suite 200 Dallas, Texas 75254 October __, 2001 To the Stockholders of EarthCare Company: You are cordially invited to attend a special meeting of the stockholders of EarthCare Company to be held on November __, 2001 at our offices at 14901 Quorum Drive, Suite 200, Dallas, Texas 75254. The meeting will begin promptly at 10:00 a.m., local time. At the special meeting, we will ask you to approve: (1) the sale of our EarthLiquids division to US Filter Recovery Services (Mid-Atlantic), Inc., a Delaware corporation and a wholly owned subsidiary of United States Filter Corporation, and (2) an amendment to our Certificate of Incorporation to increase the number of authorized shares of EarthCare common stock. USFilter has agreed to purchase our EarthLiquids division for $35 million in cash, subject to adjustment, the assumption of certain liabilities and up to $5 million in contingent payments. We expect that USFilter will hold back approximately $4.9 millio

Earthcare Co – BUSINESS LOAN AGREEMENT (ASSET BASED) (April 19th, 2001)

1 EXHIBIT 10.37 BUSINESS LOAN AGREEMENT (ASSET BASED) --------------------------------------------------------------------------------------------------------------------------- PRINCIPAL LOAN DATE MATURITY LOAN NO CALL / COLL ACCOUNT OFFICER INITIALS $6,000,000.00 12-22-2000 04-01-2001 40007847 4A / 171 JES --------------------------------------------------------------------------------------------------------------------------- References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. ----------------------------------------------

Earthcare Co – COMMERCIAL SECURITY AGREEMENT (April 19th, 2001)

1 EXHIBIT 10.36 COMMERCIAL SECURITY AGREEMENT ----------------------------------------------------------------------------------------------------------------------------- PRINCIPAL LOAN DATE MATURITY LOAN NO CALL/COLL ACCOUNT OFFICER INITIALS $4,000,000.00 12-22-2000 04-01-2001 40007839 1E/148 JES ----------------------------------------------------------------------------------------------------------------------------- References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. ----------------------------------------------------------------------------

Earthcare Co – THIRD AMENDMENT, WAIVER AND CONSENT (April 19th, 2001)

1 EXHIBIT 10.18 THIRD AMENDMENT, WAIVER AND CONSENT THIS THIRD AMENDMENT, WAIVER AND CONSENT dated as of April 16, 2001 (this "Amendment") amends the Amended and Restated Credit Agreement dated as of February 15, 2000 (as previously amended, the "Credit Agreement") among EarthCare Company (the "Company"), various financial institutions (the "Banks") and Bank of America, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"). Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein. WHEREAS, the Company, the Banks and the Administrative Agent have entered into the Credit Agreement; and WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as more fully set forth herein; NOW, THEREFORE, the parties hereto agree as follows:

Earthcare Co – ADDITIONAL GUARANTY (April 19th, 2001)

1 EXHIBIT 10.21 ADDITIONAL GUARANTY THIS GUARANTY dated as of October 31, 2000 is executed in favor of BANK OF AMERICA, N.A., as Agent, and the Lender Parties referred to below. WITNESSETH: WHEREAS, EARTHCARE COMPANY (the "Company") has entered into an Amended and Restated Credit Agreement dated as of February 15, 2000 (as amended or otherwise modified from time to time, the "Credit Agreement"; terms used but not defined herein are used as defined in the Credit Agreement) with various financial institutions and BANK OF AMERICA, N.A., as agent (in its capacity as agent, together with any successor in such capacity, the "Agent"), pursuant to which such financial institutions have agreed to make loans to, and issue or participate in letters of credit for the account of, the Company; WHEREAS, the Agent, the Required Banks and th

Earthcare Co – GUARANTY (April 19th, 2001)

1 EXHIBIT 10.19 GUARANTY THIS GUARANTY dated as of February 15, 2000 is executed in favor of BANK OF AMERICA, N.A., as Agent, and the Lender Parties referred to below. WITNESSETH: WHEREAS, EARTHCARE COMPANY (the "Company") has entered into an Amended and Restated Credit Agreement dated as of even date herewith (as amended or otherwise modified from time to time, the "Credit Agreement"; terms used but not defined herein are used as defined in the Credit Agreement) with various financial institutions and BANK OF AMERICA, N.A., as agent (in its capacity as agent, together with any successor in such capacity, the "Agent"), pursuant to which such financial institutions have agreed to make loans to, and issue or participate in letters of credit for the account of, the Company; and WHEREAS, each of the undersigned is a signific

Earthcare Co – MORTGAGE AND SECURITY AGREEMENT (April 19th, 2001)

1 EXHIBIT 10.34 Prepared By and Return To: Kathy W. Schermer, Esq. Greene, Donnelly & Schermer, 1301 - 6th Avenue West, S-400 Brandenton, FL 34205 (813) 747-3025 MORTGAGE AND SECURITY AGREEMENT Date: DECEMBER 18, 2000 Borrower: EARTHCARE RESOURCE MANAGEMENT OF FLORIDA, INC. 4800 North Federal Highway, Suite D-102 Boca Raton, FL 33231 Lender: COMMUNITY BANK OF MANATEE a Florida banking corporation Certified true and correct copy 6000 State Road 70 East Universal Land Title, Inc. Bradenton, Florida 34203 By /s/ RON PROCTOR ----------------------------- This Mortgage and Security Agreement (the "Mortgage") is given to secure the performance and observance by the Borrower o

Earthcare Co – GUARANTY (April 19th, 2001)

1 EXHIBIT 10.29 GUARANTY THIS GUARANTY is made as of April 3, 2001, by DONALD F. MOOREHEAD, a resident of the State of Texas ("Guarantor"), in favor Sagemark Capital, L.P. or its assigns ("Lender"). RECITALS: 1. Earthcare Resource Management of Florida, Inc., a Florida corporation, Earthcare Resource Management of South Florida, Inc. (a Florida corporation) and Earthcare Acquisition Sub, Inc., (an Illinois corporation) as co-borrowers (hereinafter collectively referred to as "Borrower") has executed in favor of Lender a certain convertible debenture of even date herewith, payable to the order of Lender in the aggregate principal amount of $1,500,000 (such convertible debentures, as from time to time amended, and all notes given in substitution, renewal or extension therefor or thereof, in whole or in part, being herein collectively called the "Note").

Earthcare Co – AGREEMENT AND PLAN OF REORGANIZATION (April 19th, 2001)

1 EXHIBIT 10.40 AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), dated as of December 30, 2000 between EarthCare Company, a Delaware corporation ("EarthCare"), and James Waters, an individual, and Solid Waste Ventures, Inc., a Arkansas corporation, ("SWV") (Mr. Waters and SWV are hereinafter referred to jointly as ("Shareholders")), being the owners of record of certain of the issued and outstanding stock of EarthCare Resource Management of Florida, Inc., a Florida corporation, f/k/a/ Liberty Waste Management, Inc. ("ERC"). WHEREAS, EarthCare previously acquired 356,000 shares of the then issued and outstanding common stock of ERC, and desires to increase its ownership of ERC to 100% of the total of the issued outstanding shares; and, the Shareholders wish to transfer shares of the issued and outstanding stock of ERC described in Sec

Earthcare Co – CONVERTIBLE LOAN AGREEMENT (April 19th, 2001)

1 EXHIBIT 10.28 CONVERTIBLE LOAN AGREEMENT BY AND BETWEEN EARTHCARE RESOURCE MANAGEMENT OF FLORIDA, INC. EARTHCARE RESOURCE MANAGEMENT OF SOUTH FLORIDA, INC. EARTHCARE ACQUISITION SUB, INC. AS BORROWER AND EARTHCARE COMPANY AS PARENT AND SAGEMARK CAPITAL, LP AS LENDER This Convertible Loan Agreement (the "Agreement") is entered into as of MARCH 30, 2001, by and among EARTHCARE COMPANY (a Delaware corporation) as parent (hereinafter referred to as "Parent"), EARTHCARE RESOURCE MANAGEMENT OF FLORIDA, INC., a Florida corporation, EARTHCARE RES

Earthcare Co – LETTER LOAN AGREEMENT (April 19th, 2001)

1 EXHIBIT 10.23 LETTER LOAN AGREEMENT March 5, 2001 The Lenders Identified on Schedule 1 c/o Sanders Morris Harris Inc. 600 Travis Street, Suite 3100 Houston, Texas 77002 Ladies and Gentlemen: The undersigned, EARTHCARE COMPANY, INC., a Delaware corporation ("PARENT"), EARTHCARE RESOURCE MANAGEMENT OF SOUTH FLORIDA, INC., a Florida corporation and indirect wholly-owned subsidiary of Parent ("ERM OF SOUTH FLORIDA"), AND EARTHCARE ACQUISITION SUB, INC., an Illinois corporation and indirect wholly-owned subsidiary of Parent ("EAS") and, together with ERM of South Florida, "BORROWER"), have requested that you ("LENDER") lend to Borrower the sum of $2,500,000.00. Subject to the terms of this Loan Agreement (this "AGREEMENT"), Borrower, Parent, and Lender hereby agree as follows: 1. Loan. On the terms and subject to the cond

Earthcare Co – PROMISSORY NOTE (April 19th, 2001)

1 EXHIBIT 10.35 PROMISSORY NOTE ------------------------------------------------------------------------------------------------------------------------------------ PRINCIPAL LOAN DATE MATURITY LOAN NO CALL/COLL ACCOUNT OFFICER INITIALS $6,000,000.00 12-22-2000 04-01-2001 40007847 4A/171 JES ------------------------------------------------------------------------------------------------------------------------------------ References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "**

Earthcare Co – SECURITY AGREEMENT (April 19th, 2001)

1 EXHIBIT 10.25 SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Agreement") is made as of March 5, 2001, by EARTHCARE RESOURCE MANAGEMENT OF SOUTH FLORIDA, INC., a Florida corporation (hereinafter called "Debtor," whether one or more), whose address is 4800 N. Federal Highway, Boca Raton, Florida 33431 in favor of the persons identified on Exhibit 1 attached hereto ("Secured Party"), whose address is 600 Travis, Suite 3100, Houston, Texas 77002. Debtor hereby agrees with Secured Party as follows: 1. Definitions. As used in this Agreement, the following terms shall have the meanings indicated below: (a) The term "Borrower" shall mean Debtor and I.W.S. Portables, Inc., a Florida corporation. (b) The term "Code" shall mean the Texas Business and Commerce Code as in effect in the State of Texas on the date of this

Earthcare Co – FIRST AMENDMENT (April 19th, 2001)

1 EXHIBIT 10.38 FIRST AMENDMENT THIS FIRST AMENDMENT dated as of April 14, 2000 (this "Amendment") is to the Guaranty dated as of February 15, 2000 (the "Guaranty") made by Donald F. Moorehead, Jr. and Raymond M. Cash in favor of Bank of America, N.A., as Agent, and the Lender Parties referred to in the Guaranty. Unless otherwise defined herein, terms defined in the Subordination Agreement are used herein as defined in the Guaranty. WHEREAS, the parties hereto desire to amend the Guaranty in certain respects; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows: SECTION 1 AMENDMENTS. 1.1 The figure "$10,000,000" in the paragraph in the Guaranty that begins "NOW, THEREFORE" is hereby deleted and th

Earthcare Co – SECURITY AGREEMENT (April 19th, 2001)

1 EXHIBIT 10.26 SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Agreement") is made as of March 5, 2001, by EARTHCARE ACQUISITION SUB, INC., an Illinois corporation (hereinafter called "Debtor," whether one or more), whose address is 4800 N. Federal Highway, Boca Raton, Florida 33431 in favor of the persons identified on Exhibit 1 attached hereto ("Secured Party"), whose address is 600 Travis, Suite 3100, Houston, Texas 77002. Debtor hereby agrees with Secured Party as follows: 1. Definitions. As used in this Agreement, the following terms shall have the meanings indicated below: (a) The term "Borrower" shall mean Debtor and I.W.S. Portables, Inc., a Florida corporation. (b) The term "Code" shall mean the Texas Business and Commerce Code as in effect in the State of Texas on the date of this Agreement

Earthcare Co – SECOND AMENDMENT (April 19th, 2001)

1 EXHIBIT 10.17 SECOND AMENDMENT THIS SECOND AMENDMENT dated as of October 31, 2000 (this "Amendment") amends the Amended and Restated Credit Agreement dated as of February 15, 2000 (as previously amended, the "Credit Agreement") among EarthCare Company (the "Company"), various financial institutions (the "Banks") and Bank of America, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"). Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein. WHEREAS, the Company, the Banks and the Administrative Agent have entered into the Credit Agreement; and WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as more fully set forth herein; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1 Amendments. S

Earthcare Co – AGREEMENT AND PLAN OF REORGANIZATION (April 19th, 2001)

1 EXHIBIT 10.39 AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), dated as of July 7 2000 between EarthCare Company, a Delaware corporation ("EarthCare"), and the persons listed on Exhibit A hereof ("Shareholders"), being the owners of record of certain of the issued and outstanding stock of Liberty Waste, Inc., a Florida corporation ("Liberty"). WHEREAS, EarthCare wishes to acquire and the Shareholders wish to transfer shares of the issued and outstanding stock of Liberty set forth on Exhibit A in a transaction intended to qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. NOW, THEREFORE, EarthCare and the Shareholders adopt this plan of reorganization and agree as follows: SECTION 1. EXCHANGE OF STOCK (i) Number of Sh

Earthcare Co – ASSET PURCHASE AGREEMENT (April 19th, 2001)

1 EXHIBIT 10.30 ASSET PURCHASE AGREEMENT BY AND BETWEEN ISN SOFTWARE CORPORATION AND EARTHCARE COMPANY EFFECTIVE AS OF OCTOBER 31, 2000 2 TABLE OF CONTENTS Page ---- 1. DEFINITIONS.........................................................1 1.1 GENERAL DEFINITIONS.............................................1 2. SALE OF ASSETS; ASSUMPTION OF CERTAIN LIABILITIES...................3 2.1 AGREEMENT TO PURCHASE AND SELL...................

Earthcare Co – PROMISSORY NOTE (April 19th, 2001)

1 EXHIBIT 10.33 PROMISSORY NOTE $3,000,000.00 October 31, 2000 FOR VALUED RECEIVED, the undersigned, ISN Software Corporation, a Delaware corporation ("Borrower"), unconditionally promises to pay to the order of EarthCare Company, a Delaware corporation ("Lender"), in Dallas, Texas, the principal sum of THREE MILLION AND NO/100 DOLLARS ($3,000,000.00), in lawful money of the United States and in immediately available funds; provided, however, that in the event Lender does not continue actively to use the OS2K software in its business operations through December 31, 2001, then the principal amount of this Note shall automatically be reduced by $1,000,000. The outstanding principal amount of this Promissory Note shall bear interest at a rate of ten percent (10%) per annum; provided, however, that after default or maturity,

Earthcare Co – LICENSE AGREEMENT (April 19th, 2001)

1 EXHIBIT 10.31 LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "License Agreement"), effective as of October 31, 2000, is by and between EarthCare Company, a Delaware corporation (the "Licensee"), and ISN Software Corporation, a Delaware corporation (the "Licensor"). WITNESSETH: WHEREAS, Licensor and Licensee entered into that certain Asset Purchase Agreement, whereby Licensor purchased from Licensee certain of Licensee's assets, including, without limitation, all of Licensee's right, title and interest in and to the "OS2K" software (the "OS2K Software"), subject to certain rights to use the OS2K Software to be granted to Licensee by a separate license agreement. WHEREAS, the parties desire to enter into this License Agreement pursuant to the terms and conditions contained herein; NOW THEREFORE, in considera

Earthcare Co – FIRST AMENDMENT (April 19th, 2001)

1 EXHIBIT 10.16 FIRST AMENDMENT THIS FIRST AMENDMENT dated as of April 14, 2000 (this "Amendment") amends the Amended and Restated Credit Agreement dated as of February 15, 2000 (the "Credit Agreement") among EarthCare Company (the "Company"), various financial institutions (the "Banks") and Bank of America, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"). Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein. WHEREAS, the Company, the Banks and the Administrative Agent have entered into the Credit Agreement; and WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as more fully set forth herein; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1 Amendments. Subject to the satisfaction

Earthcare Co – ASSUMPTION AGREEMENT (April 19th, 2001)

1 EXHIBIT 10.32 ASSUMPTION AGREEMENT THIS ASSUMPTION AGREEMENT (this "Agreement") dated as of ____________, 2000, is executed by ISN SOFTWARE CORPORATION, a Delaware corporation ("Purchaser"), in favor of EARTHCARE COMPANY., a Delaware corporation ("Seller"). WITNESSETH: WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of October 31, 2000 (the "Asset Purchase Agreement"), by and between Purchaser and Seller, Seller is delivering to Purchaser the assets, properties, rights and interests defined in the Asset Purchase Agreement as the Assets; and WHEREAS, in partial consideration for such sale, assignment, transfer, conveyance and delivery of the Assets, the Asset Purchase Agreement requires Purchaser to assume and agree to discharge certain obligations and liabilities of Seller. NOW, THEREFORE

Earthcare Co – PROMISSORY NOTE (April 19th, 2001)

1 EXHIBIT 10.22 PROMISSORY NOTE $_____________ Houston, Texas March 5, 2001 FOR VALUE RECEIVED, the undersigned, EARTHCARE RESOURCE MANAGEMENT OF SOUTH FLORIDA, INC., a Florida corporation, and EARTHCARE ACQUISITION SUB, INC., an Illinois corporation, hereby promises to pay to the order of DON A. SANDERS ("Lender") the principal sum of ___________ Dollars ($________), with interest on the unpaid balance thereof from the date hereof until maturity at the rate of twelve percent (12%) per annum, both principal and interest payable as hereinafter provided in lawful money of the United States of America at 600 Travis Street, Suite 3100, Houston, Texas , or at such other place within Harris County, Texas as from time to time may be designated by the holder of this Note. All past due principal and/or interest or installments thereo

Earthcare Co – GUARANTY (April 19th, 2001)

1 EXHIBIT 10.24 GUARANTY THIS GUARANTY is made as of March 5, 2001, by DONALD F. MOOREHEAD, a resident of the State of Texas ("Guarantor"), in favor of the Lender, as such term is defined in the Credit Agreement described below. RECITALS: 1. EarthCare Resource Management of South Florida, Inc., a Florida corporation, and EarthCare Acquisition Sub, Inc., an Illinois corporation ("Borrower"), has executed in favor of Lender the promissory notes of even date herewith, payable to the order of Lender in the aggregate principal amount of $2,500,000 (such promissory notes, as from time to time amended, and all promissory notes given in substitution, renewal or extension therefor or thereof, in whole or in part, being herein collectively called the "Note"). 2. The Note was executed pursuant to a Loan Letter Agreement of even date herewith, (herein, as from

Earthcare Co – COMPANY PRESS RELEASE (May 1st, 2000)

1 MONDAY APRIL 17, 8:30 AM EASTERN TIME COMPANY PRESS RELEASE SOURCE: EarthCare Company EARTHCARE FILES FORM 10-K DALLAS, April 17 /PRNewswire/ -- EarthCare Company (Nasdaq: ECCO - news) announced today that it has filed its 1999 Form 10-K with the Securities and Exchange Commission. The Company also filed Forms 10-Q/A to restate results for the first three quarters of 1999 and amended its credit agreement and obtained waivers for non-compliance with certain covenants. Preliminary, unaudited results, which were announced on March 31, 2000, indicated revenues of approximately $42 million and a loss before taxes of approximately $17 million for the twelve-month period ending December 31, 1999. Final, audited results for 1999 include revenues of $41.8 million and a loss before taxes of $15.9 million. The net loss after taxes and an extraordinary gain of $.1 million for 1999 totaled $16.4 million or $1.58 per share. In 1998, the Company reported revenues for the full year of

Earthcare Co – EARTHCARE SIGNS SOLID WASTE AGREEMENT (May 1st, 2000)

1 For Immediate Release #00-13 Contact: Lew Nevins Vice President, Investor Relations Tel: (972) 858-6025 EARTHCARE SIGNS SOLID WASTE AGREEMENT Dallas, TX, March 30, 2000 - EarthCare Company (NASDAQ: ECCO) today announced that it has signed an agreement to provide management and other support services to Liberty Waste, Inc. (Liberty), a solid waste company located in Tampa, FL. EarthCare and Liberty are also working on an agreement for Earthcare to acquire all of the outstanding stock of Liberty. Liberty owns a construction and demolition landfill located in Ruskin, FL, near Tampa, and has transfer stations in Clearwater and Tampa. Currently, Liberty has annual revenues of approximately $20 million and services commercial, industrial and residential customers in the Tampa area. Liberty also plans to expand its operations into other cities in Florida. Harry Habets, President and COO o

Earthcare Co – AGREEMENT AND PLAN OF MERGER (April 14th, 2000)

1 EXHIBIT 10.7 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (the "Agreement"), is made and entered into this 3rd day of November,1999 between and among EARTHCARE COMPANY, a Delaware Corporation ("EarthCare" or "Buyer"). EARTHCARE COMPANY OF TEXAS, a Texas corporation ("Subsidiary"), which is a wholly-owned subsidiary of EARTHCARE, LIQUID WASTE CONTROL SYSTEMS, INC., a Texas corporation ("LWCS" or "Company"), Mitzy Spano, Kerry Spano and Ron Sekerak ("Shareholders or "Seller"). WITNESSETH: 1. The Shareholders own all of the outstanding capital stock of Company. 2. The respective boards of directors of EarthCare, Subsidiary and the Company have approved the merger of the Company with and into Subsidiary (the "Merger") upon the terms and subje

Earthcare Co – THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS (April 14th, 2000)

1 EXHIBIT 10.14 THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED IN THE DEBENTURE AGREEMENT REFERRED TO HEREIN. EARTHCARE COMPANY 10% Convertible Subordinated Debenture Due 2006 No. <> <> EARTHCARE COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company") for value received, hereby promises to pay to <> or registered assigns, the principal sum of <> Dollars on October 31, 2006, and to pay interest thereon quarterly on December 31, March 31, June 30, and September 30 (each an "Interest Payment Date"), in each year commencing on December 31, 1999, at 10% per annum, from the date of issuance of this Debenture, or from the most recent Interest Payment Date

Earthcare Co – PURCHASE AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.6 PURCHASE AGREEMENT THIS AGREEMENT is made and entered into this 1st day of September, 1999 by and between Albert DiMaria, James Frederico, and Osiris Ramos, individuals having an office for the transaction of business at 1280 N.E. 48th Street, Pompano Beach, Florida 33064 (hereinafter sometimes referred to individually as "Seller" and collectively as "Sellers"), and, EarthCare Company, a Delaware Corporation with principal offices at 14901 Quorum Drive, Suite 200, Dallas, Texas 75240 (hereinafter referred to as "EarthCare" or "Buyer"). WITNESSETH: WHEREAS, the Sellers are the owners of all of the capital stock of the following corporations: MAGNUM ENVIRONMENTAL SERVICES, INC. (hereinafter referred to as "ENVIRONMENTAL SERVICES"); MAGNUM WORLD ENTERPRISES, INC. (hereinafter referred to as "WORLD ENTERPRISES") and MAGN

Earthcare Co – AMENDED AND RESTATED CREDIT AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.10 ================================================================================ AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 15, 2000 among EARTHCARE COMPANY, VARIOUS FINANCIAL INSTITUTIONS, BANKBOSTON, N.A., as Syndication Agent, and BANK OF AMERICA, N.A., as Administrative Agent BANC OF AMERICA SECURITIES LLC, Lead Arranger and Sole Book Manager ================================================================================ 2 TABLE OF CONTENTS

Earthcare Co – NOTE AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.11 NOTE AGREEMENT EarthCare Company 14901 Quorum Drive, Suite 200 Dallas, Texas 75240 12% Subordinated Notes Due March 30, 2008 February 11, 2000 To each of the Purchasers of the above Notes listed in the Schedule of Purchasers attached hereto as Schedule 1: Gentlemen: EarthCare Company, a Delaware corporation (the "Company"), hereby agrees with you (each herein called a "Purchaser" and together, the "Purchasers") as follows: 1. AUTHORIZATION OF NOTES AND COMMON STOCK: The Company will authorize the issue and sale of (i) up to $20,000,000 in aggregate principal amount of its 12% Subordinated Notes due February 28, 2008 (the "N

Earthcare Co – STOCK PURCHASE AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.8 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into by and between John Hulsey, an individual residing at 3230 Dunlap Drive, Gainesville, GA 30506 (hereinafter sometimes referred to as "Seller"), and EarthCare Company, a Delaware Corporation (hereinafter referred to as "EarthCare" or "Buyer"). WITNESSETH: WHEREAS, the Seller is the owner of five hundred (500) shares of common stock no par value per share of John Hulsey Plumbing Heating & Cooling, Inc., a Georgia corporation, (said corporation is hereinafter sometimes referred to as the "Company") (said shares of John Hulsey Plumbing Heating & Cooling, Inc. common stock are hereinafter sometimes collectively referred to as the "Hulsey Common Stock"); and WHEREAS, the Hulsey Common Stock constitutes all of the issued and outstanding shares of the Company; and WHEREAS, the

Earthcare Co – STOCK PURCHASE AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.2 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into by and between Charles Brehm, an individual residing at 315 Townshipline Road, Douglasville, PA 19518 (hereinafter sometimes referred to as "Seller"), and EarthCare Company, a Delaware Corporation (hereinafter referred to as "EarthCare" or "Buyer"). WITNESSETH: WHEREAS, the Seller is the owner of 100 shares of common stock no par value per share of Brehm's Cesspool Services, Inc., a Pennsylvania corporation, engaged in liquid waste collection and disposal activities (said corporation is hereinafter sometimes referred to as the "Company") (said shares of Brehm's Cesspool Services, Inc. common stock are hereinafter sometimes collectively referred to as the "Brehm Common Stock"); and WHEREAS, the Brehm Common Stock constitutes all of the issued and outstanding shares of capital stock of the Company; and WHER