EXHIBIT 1 AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 9, 1998Agreement and Plan of Merger • November 10th, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Florida
DATED AS OFAsset Purchase Agreement • February 18th, 1997 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Ohio
EXHIBIT 10.41 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is entered into as of the 20th day of February, 1998, by and among HI-RISE RECYCLING SYSTEMS, INC., a Florida corporation ("Hi-Rise"), HS ACQUISITION CORP., a...Indemnification Agreement • March 31st, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Florida
AGREEMENTEmployment Agreement • March 31st, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Florida
BETWEEN RECYCLTECH LTD. AS TENANT AND PIAMOSI BROS. CONSTRUCTION LTD. AS LANDLORDLease Agreement • March 31st, 1997 • Hi Rise Recycling Systems Inc • Special industry machinery, nec
WITNESSETHCredit Agreement • March 31st, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec
EXHIBIT 10.19 PLEDGE AGREEMENT This PLEDGE AGREEMENT, dated as of October 28, 1998 (together with all amendments, if any, from time to time hereto, this "AGREEMENT") between HI-RISE RECYCLING SYSTEMS, INC., a Florida corporation (the "PLEDGOR") and...Pledge Agreement • November 17th, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • New York
EXHIBIT 10.42 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), dated as of February 20, 1998, between HESCO SALES, INC., a Florida corporation (the "Employer"), and EVELIO ACOSTA (the "Employee"). W I T N E S S E T H: WHEREAS, Employer...Employment Agreement • March 31st, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Florida
BY AND AMONGSecurities Purchase Agreement • April 17th, 2001 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • New York
EXHIBIT 1 SECOND AMENDMENT TO CREDIT AGREEMENT AND COMPOSITE AMENDMENT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND COMPOSITE AMENDMENT AGREEMENT, dated as of June 30, 2000 (the "Second Amendment"), is by and among HI-RISE RECYCLING...Credit Agreement • July 26th, 2000 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • New York
AND EVELIO ACOSTA AGREEMENT AND PLAN OF MERGER INDEXAgreement and Plan of Merger • March 9th, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Florida
among HI-RISE RECYCLING SYSTEMS, INC., IDC ACQUISITION SUB, INC., WILKINSON COMPANY, INC., RECYCLTECH ENTERPRISES INC., HESCO SALES, INC., UNITED TRUCK AND BODY CORPORATION, HESCO EXPORT CORPORATION, BPI ACQUISITION CORP. and DII ACQUISITION CORP. as...Credit Agreement • November 17th, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • New York
ARTICLE II ARTICLES OF INCORPORATION AND BYLAWS OF THE SURVIVING CORPORATIONAgreement and Plan of Merger • March 9th, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Florida
EXHIBIT 10.30 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 25th day of March, 1996, by and between HI-RISE RECYCLING SYSTEMS, INC., a Florida corporation (the "Company"), and DONALD ENGEL (the...Employment Agreement • March 31st, 1997 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Florida
AGREEMENTEmployment Agreement • March 31st, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Florida
EXHIBIT 10.21Registration Rights Agreement • November 17th, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • New York
EXHIBIT 10.22 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 17th, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • New York
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 13, 1999Stock Purchase Agreement • December 29th, 1999 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Florida
EXHIBIT 10.59 THIRD AMENDMENT TO CREDIT AGREEMENT AND COMPOSITE AMENDMENT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND COMPOSITE AMENDMENT AGREEMENT ("Amendment") is made and entered into as of this 19th day of October, 2000 is by and among...Agreement • April 17th, 2001 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • New York
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (the "Agreement") dated as of February 23, 1999, by and among Hi-Rise Recycling Systems, Inc. ("Hi-Rise"), DII Acquisition Corp. ("Buyer"), DeVivo Industries, Inc. ("DeVivo"), Ecological Technologies,...Stock Purchase Agreement • March 8th, 1999 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Connecticut
EXHIBIT 10.18 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of October 28, 1998, among HI-RISE RECYCLING SYSTEMS, INC., a Florida corporation ("HI-RISE"), IDC ACQUISITION SUB, INC., a New York corporation ("IDC"), WILKINSON COMPANY, INC., an Ohio...Security Agreement • November 17th, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • New York
EXHIBIT 10.63 FIFTH AMENDMENT TO CREDIT AGREEMENT AND COMPOSITE AMENDMENT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND COMPOSITE AMENDMENT AGREEMENT ("Amendment") is made and entered into as of this 9th day of December, 2000 (the "Fifth...Credit Agreement • April 17th, 2001 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • New York
EXHIBIT 10.64 FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT, DATED AS OF MARCH 25, 1996 BY AND BETWEEN HI-RISE RECYCLING SYSTEMS, INC. AND DONALD ENGEL THIS FIRST AMENDMENT, made this 3rd day of August, 2000, by and between HI-RISE RECYCLING SYSTEMS,...Employment Agreement • April 17th, 2001 • Hi Rise Recycling Systems Inc • Special industry machinery, nec
EXHIBIT 10.3 REVOLVING NOTE (REVOLVER A)Revolving Note • November 17th, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • New York
HI-RISE RECYCLING SYSTEMS, INC. SUBSCRIPTION AGREEMENT SUBSCRIBER: SECURITIES SUBSCRIBED FOR: ___ shares of Series B Convertible Preferred Stock, $.01 par value, at $10,000 per share and Warrant to purchase _______ shares of Common Stock, par value...Registration Rights Agreement • July 10th, 1997 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Pennsylvania
EXHIBIT 10.31 EMPLOYMENT AND CONSULTING AGREEMENT THIS EMPLOYMENT AND CONSULTING AGREEMENT ("Agreement") is made and entered into as of the 25th day of March, 1996, by and between HI-RISE RECYCLING SYSTEMS, INC., a Florida corporation (the "Company"),...Employment and Consulting Agreement • March 31st, 1997 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Florida
EXHIBIT 10.62 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, (the "Agreement"), dated as of December 4, 2000 between Hi-Rise Recycling Systems, Inc., a Florida corporation (the "Company"), and the Persons set forth on Annex I attached...Registration Rights Agreement • April 17th, 2001 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • New York
ARTICLE I DEFINITIONS AND ACCOUNTING TERMSCredit Agreement • March 31st, 1997 • Hi Rise Recycling Systems Inc • Special industry machinery, nec
EXHIBIT 10.45 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE IN CONSIDERATION OF the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, it is hereby agreed by and between the...Settlement Agreement • March 31st, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Illinois
WITNESSETH:Business Lease • March 31st, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Florida
EXHIBIT 10.40 UNCONDITIONAL CONTINUING GUARANTY OF LEASE THIS UNCONDITIONAL CONTINUING GUARANTY OF LEASE made this 20th day of February, 1998, by and between HI-RISE RECYCLING SYSTEMS, INC., a Florida corporation, 8505 N.W. 74th Street, Miami, Florida...Hi Rise Recycling Systems Inc • March 31st, 1998 • Special industry machinery, nec
EXHIBIT 10.24 THIS WARRANT WAS ORIGINALLY ISSUED ON OCTOBER 28, 1998 AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS...Hi Rise Recycling Systems Inc • November 17th, 1998 • Special industry machinery, nec • New York
WITNESSETH:Business Lease • March 31st, 1998 • Hi Rise Recycling Systems Inc • Special industry machinery, nec • Florida
EXHIBIT 10.39 UNCONDITIONAL CONTINUING GUARANTY OF LEASE THIS UNCONDITIONAL CONTINUING GUARANTY OF LEASE made this 20th day of February, 1998, by and between HI-RISE RECYCLING SYSTEMS, INC., a Florida corporation, 8505 N.W. 74th Street, Miami, Florida...Hi Rise Recycling Systems Inc • March 31st, 1998 • Special industry machinery, nec
EXHIBIT 10.11 TERM NOTE (TERM LOAN B)Hi Rise Recycling Systems Inc • November 17th, 1998 • Special industry machinery, nec
