ASSET PURCHASE AGREEMENT

PEMBINA AREA LANDFILL LP

and -

PEMBINA AREA LANDFILL LTD.

and -

CLEAN HARBORS, INC.

and -

SECURE ENERGY SERVICES INC.

April 30, 2010

ARTICLE I DEFINITIONS

1.1	Defined Terms .......................................................................................................................1
1.2	Interpretation..........................................................................................................................7
1.3	Number and Gender...............................................................................................................7 ARTICLE II TRANSFER OF ASSETS
2.1	Sale and Purchase of the Assets.............................................................................................8
2.2	Limited Assumption of Liabilities.........................................................................................8
2.3	Intentionally Deleted..............................................................................................................8
2.4	Purchase Price and Payment of Purchase Price.....................................................................8
2.5	Purchase Price Adjustments...................................................................................................9
2.6	Notices of Sale.......................................................................................................................9
2.7	Elections.................................................................................................................................9
2.8	Accounts Receivable and Accounts Payable.........................................................................9
3.1	ARTICLE III THE CLOSING Time and Place.......................................................................................................................10
3.2	Delivery of Instruments .........................................................................................................10

ARTICLE IV SALE PURSUANT TO THE CONSENT AGREEMENT

ARTICLE V REPRESENTATIONS AND WARRANTIES BY THE SELLERS

5.1	Organization, Good Standing, Power, Etc.............................................................................11
5.2	Authorization .........................................................................................................................11
5.3	Effect of Agreement, Etc. ......................................................................................................12
5.4	Authorizations........................................................................................................................12
5.5	Title to Personal Properties, Absence of Liens and Encumbrances, Etc. ..............................12
5.6	Leases.....................................................................................................................................13
5.7	Material Contracts..................................................................................................................13
5.8	Compliance with Applicable Laws........................................................................................13
5.9	Litigation................................................................................................................................13
5.10	Customers and Suppliers........................................................................................................13
5.11	Financial Statements..............................................................................................................14

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5.12	All Necessary Assets, Properties and Rights.........................................................................14
5.13	Employee Benefit Plans and Employment Matters ...............................................................14
5.14	Environmental Matters...........................................................................................................14
5.15	Adverse Changes ...................................................................................................................16
5.16	Business Conducted in Ordinary Course...............................................................................16
5.17	Insurance................................................................................................................................16
5.18	Intellectual Property...............................................................................................................16
5.19	Tax Residency........................................................................................................................16
5.20	Other Liabilities .....................................................................................................................16
5.21	GST Registration ...................................................................................................................16
5.22	Hold Separate Manager..........................................................................................................17

ARTICLE VI

REPRESENTATIONS AND WARRANTIES BY SECURE

6.1	Organization and Standing of Secure ....................................................................................17
6.2	Authorization .........................................................................................................................17
6.3	Effect of Agreement, Etc. ......................................................................................................18
6.4	Access to Books and Records................................................................................................18
6.5	GST Registration ...................................................................................................................18
6.6	Investment Canada Act..........................................................................................................18
6.7	Foreign Ownership of Land Regulations...............................................................................18

ARTICLE VII

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SECURE

7.1 Conditions Precedent to the Obligations of Secure ...............................................................18 ARTICLE VIII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SELLERS AND CLEAN HARBORS

8.1 Conditions Precedent to the Obligations of the Sellers and Clean Harbors ..........................20 8.2 Authorizations, Approvals, Assignments, Discharges not Obtained at Closing....................20

ARTICLE IX

EMPLOYMENT MATTERS

9.1 Employment Matters..............................................................................................................21

ARTICLE X COVENANTS OF THE PARTIES AFTER CLOSING

10.1	Books and Records, Access...................................................................................................22
10.2	Mail, Payments ......................................................................................................................23
10.3	Covenants Not to Compete, Non-Solicitation .......................................................................23
10.4	Assigned Contracts ................................................................................................................24
10.5	Taxes......................................................................................................................................25

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10.6	Required Consents and Filings, Further Assurances .............................................................25
10.7	Intentionally Deleted..............................................................................................................26
10.8	Financial Information of the Sellers ......................................................................................26
10.9	Transferred Employee Information........................................................................................26
10.10	Registration of Trade Name...................................................................................................26

ARTICLE XI

INDEMNIFICATION

11.1	The Sellers' Indemnification Obligation................................................................................27
11.2	Secure's Indemnification Obligation......................................................................................28
11.3	Indemnification Procedure.....................................................................................................29
11.4	Limitations on Sellers and Clean Harbor’s Liability.............................................................30
11.5	Limitations on Secure’s Liability...........................................................................................30 ARTICLE XII GENERAL
12.1	Survival of Representations, Warranties and Indemnification ..............................................31
12.2	Sales, Transfer and Documentary Taxes, Etc........................................................................31
12.3	Fees and Expenses .................................................................................................................31
12.4	Waivers ..................................................................................................................................32
12.5	Notices ...................................................................................................................................32
12.6	Entire Agreement, Amendments............................................................................................33
12.7	Binding Effect, Benefits.........................................................................................................33
12.8	Generally Accepted Accounting Principles...........................................................................34
12.9	Headings ................................................................................................................................34
12.10	Counterparts...........................................................................................................................34
12.11	Governing Law ......................................................................................................................34
12.12	No Benefit to Others..............................................................................................................34
12.13	Severability ............................................................................................................................34
12.14	Public Announcements ..........................................................................................................34
12.15	Currency.................................................................................................................................35
12.16	Time of the Essence...............................................................................................................36

ASSET PURCHASE AGREEMENT

This Agreement made the 30th day of April, 2010,

AMONG:

PEMBINA AREA LANDFILL LP , a limited partnership formed under the laws of the Province of Alberta (" PAL LP ")

and -

PEMBINA AREA LANDFILL LTD. , a corporation incorporated under the laws of the Province of Alberta (" PAL GP ")

and -

CLEAN HARBORS, INC. , a corporation having corporate offices at 42 Longwater Drive, P.O. Box 9149, Norwell, Massachusetts 02061-9149 (" Clean Harbors ")

and -

SECURE ENERGY SERVICES INC. , a corporation incorporated under the laws of the Province of Alberta (" Secure ")

WHEREAS pursuant to an acquisition agreement dated April 29, 2009 among Clean Harbors, Clean Harbors Canada, Inc. and Eveready Inc., Clean Harbors acquired all of the shares of Eveready Inc. (the " Transaction ");

AND WHEREAS pursuant to the terms of the Consent Agreement (as defined herein), the Divestiture Trustee (as defined herein) has been appointed to divest of the Assets (as defined herein);

AND WHEREAS the Sellers and Secure desire to enter into this Agreement pursuant to which the Sellers agree to sell to Secure and Secure agrees to purchase from the Sellers all of the Assets (as defined herein);

NOW, THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants, agreements and conditions contained herein, and intending to be legally bound, the Sellers and Secure hereby agree as follows: ARTICLE I DEFINITIONS

1.1 Defined Terms

Where used in this Agreement, the following terms shall have the following meanings respectively:

" Acquired Employees " means those Employees set forth in Schedule 9.1(b).

" affiliate " has the meaning set forth in Section 2(1) of the Business Corporations Act (Alberta), as amended from time to time.

" Agreement " means this Asset Purchase Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

" Alberta Environment " means Her Majesty the Queen in right of the Province of Alberta, as represented by the department of Alberta Environment.

" Ancillary Documents " means all agreements (other than this Agreement), certificates and other documents being delivered at the Closing in connection with the transactions contemplated hereby including, without limitation, the documents set forth in Schedule 1.1.

" Approval " means Alberta Environment Approval No. 48516-01-00 issued to PAL GP with an effective date of February 26, 2010 and an expiry date of March 31, 2019.

" Assets " means the Landfill and all assets associated therewith or used in the operation thereof including, without limitation, the Approval, Contractual Rights, Real Property, Authorizations, Intellectual Property, Inventory, Equipment, Leases, Books and Records, landfill cells and assets used in connection with the Business, including the assets set out in Schedule 1.2, but excluding cash, accounts receivable, GST recoverable, pre-paid expenses, deposits, accounts payable and accrued liabilities, income taxes or other taxes recoverable which are accrued or in existence as at the Effective Time.

" Authorization " means any license, permit, consent, approval or other type of authorization required to conduct the Business, whether governmental, regulatory or otherwise but for greater certainty does not include the Competition Approval or any internal approvals or authorizations Secure may require from its shareholders, directors, officers or management.

" Books and Records " means each and all records, original contracts (including, without limitation, Leases), files, plans, blueprints, drawings, designs, specifications, customer lists, supplier lists, business records and plans, studies, surveys, reports, correspondence, sales, advertising and promotional literature and other selling material (including, without limitation, relating to marketing services), magnetic tapes and computer diskettes or other medium of electronic data storage containing any of the foregoing items, and other data and similar materials used or held for use in connection with or relating to the Business, other than books and records relating to any aspects of the Business not being assumed by Secure.

" Business " means the business of operating the Landfill which is currently carried on by the Sellers and is currently managed and operated by the Hold Separate Manager.

" Business Day " means any day other than a Saturday or a Sunday, or statutory holiday in Alberta.

" Clean Harbors " means Clean Harbors Inc.

" Closing " means the closing of the transactions contemplated hereby.

" Closing Date " means April 30, 2010 or such other date as may be mutually agreed amongst the parties hereto.

" Commissioner " means the Commissioner appointed pursuant to section 7 of the Competition Act , R.S.C. 1985, c. C-34, as amended.

" Competition Approval " means written notice to be given to the Divestiture Trustee by the Commissioner stating, in effect, that the Commissioner has approved, in writing, the transactions contemplated by this Agreement, all as required pursuant to Part VII of the Consent Agreement.

" Consent Agreement " means the agreement between the Commissioner and Clean Harbors dated July 27, 2009.

" Contracts " means all facility access, rental, operating, finance and other agreements (including, without limitation, Real Property, vehicle, and other equipment leases) and other contracts, sales orders, purchase orders and other agreements, arrangements, contracts, understandings and commitments, whether written or oral, relating to the Business.

" Contractual Rights " means the full benefit of any and all contracts and engagements, to the extent to which the same relate to the ordinary course operations of the Business or the Assets, to which the Sellers are entitled as at the Effective Time, whether written or oral, including any deposits made in connection therewith, and forward commitments of the Sellers for supplies, services or materials entered into in the ordinary course for use in the Business including, without limitation, the Contracts set forth in Schedule 5.7.

" Deposit " means the $100,000.00 non-refundable deposit paid by Secure under the Letter of Intent.

" Divestiture Period " has the meaning set forth in Article IV hereof.

" Divestiture Trustee " means Ernst & Young Orenda Corporate Finance Inc., as divestiture trustee pursuant to the terms of the Consent Agreement.

" Effective Time " means 11:59 p.m. on April 30, 2010.

" Employee Plan " means any plan, fund, program, policy, arrangement, practice, custom, commitment (whether written or otherwise) or understanding, formal or informal, funded or unfunded, pursuant to which benefits of economic value are provided to, or may reasonably be anticipated by, any employee of the Business, or any present or former beneficiary, dependent or assignee of any such employee, other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid, other than reasonable arrangements made in the ordinary course

of business for reimbursement of expenses and vehicle and travel allowances, as more particularly set forth in Schedule 5.13 hereof.

" Employees " has the meaning set forth in Section 9.1 hereof.

" Encumbrances " means each and all mortgages, claims, liens, charges, encumbrances, security interests, imperfections of or other matters affecting title to or interest in any of the Assets.

" Environmental Laws " shall include, without limitation, any and all federal, provincial, municipal, local and other laws, regulations, standards or requirements relating to health, safety or pollution or protection of the environment, including, without limitation, those relating to emissions, discharges, spills or other releases or threatened releases of Hazardous Substances into or impacting the environment or natural resources (including, without limitation, ambient air, surface water, groundwater or land), or otherwise relating to the manufacture, processing, distribution, use, treatment, recycle, storage, disposal, transport, sale, offer for sale, distribution or handling of Hazardous Substances which are applicable to the Business.

" Equipment " means any and all items of equipment used or held for use in connection with the Business.

" ETA " means the Excise Tax Act (Canada), as amended from time to time.

" Financial Statements " means, with respect to the Business, (a) the unaudited income statement, statement of retained earnings and cash flow statement for the Sellers' two most recently completed financial years, including a balance sheet as at the end of each year, and (b) the interim financial statements for the Sellers' current financial year ended with the last interim period, being March 31, 2010, completed by the Sellers before the Closing Date, together with interim financial statements for the comparable period in the preceding financial year, copies of which are set forth in Schedule 1.3.

" Government Entity " means any government, regulatory authority, governmental department, bureau, agency, commission, board, tribunal, crown corporation, licensing body, court, judicial body, arbitral body or other law, rule or regulation-making entity having or purporting to have jurisdiction over the Assets.

" Hazardous Substances " means those substances, whether waste materials, raw materials, finished products, coproducts, byproducts or any other materials or articles which (during use, handling, process, storage, emission, disposal, spill, release or any other activity) are defined as hazardous, dangerous, extremely hazardous or toxic under any of the Environmental Laws, including, without limitation, petroleum or any byproducts or fractions thereof, any form of natural gas, asbestos, polychlorinated biphenyls, radon or other radioactive substances, infectious, carcinogenic, mutagenic or etiologic agents, pesticides, defoliants, explosives, flammables, corrosives, urea formaldehyde, alcohols, chemical solvents, pollutants or contaminants or any other material or substance which under Environmental Laws constitutes a health, safety or environmental hazard or risk to any person, property or natural resource.

" Hold Separate Manager " has the meaning set forth in the Consent Agreement.

" Indemnitee " means the person seeking indemnification pursuant to Section 11.3 hereof.

" Indemnitor " means the person from whom indemnification is sought pursuant to Section 11.3 hereof.

" Instruments of Transfer " means general conveyances, bills of sale, assignments, endorsements and other instruments and documents, satisfactory in form and substance to Secure and its counsel, acting reasonably.

" Intellectual Property " means all the know-how, data, inventions, trade secrets, other proprietary information and technology, service marks, trade names, trade marks, patent applications and patents, both domestic and foreign, used in whole or in part in or required for the proper carrying on of the Business, and all improvements, additions and alterations thereof.

" Inventory " means the inventory of the Business as at the Effective Time.

" Landfill " means the Class IA and Class II hazardous waste disposal landfill that is located northwest of the town of Cynthia, Alberta at W5M;11;50;17;SW, W5M;11;50;18;SE, W5M;11;50;8;NW and W5M;11;50;7;NE and that is known as the "Pembina Area Landfill".

" Laws " means each and all federal, provincial, municipal, local and other laws, statutes, ordinances, rules and regulations and decrees and orders of each and all courts, governmental, public and regulatory bodies, agencies and other authorities.

" Lease " means any operating or finance lease, conditional sale, installment sale, secured loan or other transaction with respect to the Business in which or to which the Sellers, or any one of them, are a lessee, conditional purchaser, installment purchaser, borrower or otherwise the party making payments under such transaction.

" Letter of Intent " means the letter of intent between Secure and the Divestiture Trustee dated February 25, 2010 relating to the offer by Secure to purchase the assets, properties and rights relating to the Business from the Sellers.

" Litigation " means each and all suits, other actions or proceedings, claims, disputes, arbitrations, investigations and inquiries.

" Material Adverse Effect " means a material adverse effect on the financial condition, results of operations, assets, properties or prospects of the Business.

" Monitor " has the meaning set forth in the Consent Agreement.

" Notice " shall mean the written notice given by an Indemnitee to an Indemnitor of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 11.1 or 11.2 hereof.

" PAL GP " means Pembina Area Landfill Ltd.

" PAL LP " means Pembina Area Landfill LP.

" Permitted Encumbrances " means (a) Encumbrances for Taxes, assessments or governmental charges or levies on property not yet due and delinquent and (b) the Leases, the Royalty Agreement, easements, encroachments, minor imperfections of title and other minor encumbrances which do not individually or in the aggregate materially detract from the value of, or impair the use of, any of the Assets, as set out in Schedule 1.4.

" Personal Information " means information about an identifiable individual but does not include business contact information provided the collection, use or disclosure as the case may be, of the business contact information is for the purposes of contacting an individual in that individual's capacity as an employee or an official of an organization and for no other purpose.

" Purchase Price " has the meaning ascribed thereto in Section 2.4 hereof.

" Real Properties " or " Real Property " means the real property owned or leased by the Sellers and listed in Schedule 1.5 and used or held for use in connection with the Business, including, without limitation, (a) all buildings, other facilities, landfill cells and other structures and improvements thereon, (b) all rights, privileges, hereditaments and appurtenances pertaining thereto or to any of such buildings or other facilities or other structures or improvements, and (c) to the extent constituting real property under applicable Laws, all fixtures, leasehold improvements and other property attached thereto or located thereon.

" Release " means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating, leaching, dumping or disposing into the environment or the workplace of any Hazardous Substance, in excess of limits permitted by Environmental Laws and otherwise as defined in Environmental Laws, excluding a disposal of a Hazardous Substance in the Landfill in the ordinary course of the Business.

" Royalty Agreement " means the Gross Overriding Royalty Agreement initially dated November 30, 2005 between Byram Industrial Services Ltd. and Kenneth J. Byram, a copy of which is in Schedule 1.6.

" Secure Losses " has the meaning set forth in Section 11.1 hereof.

" Seller Employee Plan " means an Employee Plan at any time sponsored or maintained by the Sellers or to which the Sellers make or made contributions, or which was sponsored or maintained by the Business prior to the Effective Time, or to which the Business made contributions prior to the Effective Time.

" Sellers " means, collectively, PAL LP and PAL GP.

" Sellers' Losses " has the meaning set forth in Section 11.2 hereof.

" Taxes " means any and all federal, provincial, municipal, local and other taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions (including, without limitation, all income tax, employment insurance, sales and use, excise, privilege, real, personal and other property, ad valorem, license, school and any other tax or similar governmental charge or imposition).

" Territory " has the meaning set forth in Section 10.3(a).

" Transaction " has the meaning set forth in the recitals to this Agreement.

" Transferred Information " means the Personal Information to be disclosed or conveyed to Secure or any of its representatives or agents by or on behalf of the Sellers as a result of or in conjunction with the transactions contemplated herein, and includes all such Personal Information disclosed to Secure during the period leading up to and including the completion of the transactions contemplated herein.

1.2 Interpretation

The division of this Agreement into articles, sections, paragraphs, subparagraphs and clauses and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof ", "herein", "hereunder" and similar expressions refer to this Agreement and the schedules hereto and not to any particular article, section, paragraph, subparagraph, clause or other portion hereof and include any agreement or instrument supplementary or ancillary hereto. Each party hereto acknowledges that it and its legal counsel have reviewed and participated in settling the terms of this Agreement, and the parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the interpretation of this Agreement.

1.3 Number and Gender

In this Agreement, unless there is something in the subject matter or context inconsistent therewith:

(a) words in the singular number include the plural and such words will be construed as if the plural had been used;
(b) words in the plural include the singular and such words will be construed as if the singular had been used; and
(c) words importing the use of any gender include all genders where the context or party referred to so requires, and the rest of the affected sentence will be construed as if the necessary grammatical and terminological changes had been made.
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ARTICLE II TRANSFER OF ASSETS

2.1 Sale and Purchase of the Assets

The Sellers hereby sell, assign, transfer and convey the Assets to Secure, and Secure purchases the Assets from the Seller, effective as of the Effective Time, upon the terms herein set forth.

2.2 Limited Assumption of Liabilities

(a) Effective as at the Effective Time, Secure shall assume the Sellers' obligations and liabilities with respect to the Assets which arise on or after the Effective Time, including but not limited to all asset retirement obligations regarding the Landfill.
(b) Except as provided herein, Secure does not assume, agree to pay, perform or discharge or otherwise have any responsibility for any obligation or liability of the Sellers (whether fixed, contingent, unliquidated, absolute or otherwise) arising or to be performed prior to the Effective Time, and the Sellers shall pay, perform or discharge, as appropriate, all such obligations and liabilities.
(c) Without limiting the generality of the foregoing, the Sellers acknowledge that the Sellers retain, solely and exclusively, all obligations and liabilities concerning Environmental Laws and Taxes arising out of, relating to, or in connection with:
(i) the conduct of the Business prior to the Effective Time;
(ii) the ownership, condition, operation or use of the Assets prior to the Effective Time; and
(iii) all assets or business operations not acquired by Secure under this Agreement and formerly or currently owned, operated, occupied, leased by, or otherwise the subject of a property interest of, the Sellers or any affiliate of the Sellers, whether such liability or obligation arises out of the operation or condition of the aforesaid assets, real properties or business operations prior to, on, or after the Effective Time.

2.3 Intentionally Deleted

2.4 Purchase Price and Payment of Purchase Price

The purchase price payable to the Sellers for the Assets (such amount being hereinafter referred to as the " Purchase Price ") shall be $11,750,000.00, as adjusted by Section 2.5 hereof. The Sellers acknowledge that, pursuant to the terms of the Letter of Intent, Secure paid a nonrefundable deposit of $100,000.00 to the solicitors of the Divestiture Trustee upon acceptance of the Letter of Intent. The remainder of the Purchase Price, being $11,650,000.00, shall be paid by

the solicitors for Secure to the solicitors for the Divestiture Trustee, by certified cheque, bank draft or wire transfer on the Closing Date.

2.5 Purchase Price Adjustments

The parties hereto acknowledge that if the Closing Date is delayed past May 7, 2010 and such delay is not as a result of Secure's failure to adhere to the timelines set forth in Schedule "A" of the Letter of Intent, the Purchase Price will be reduced by the amount that the revenue of the Business (as determined in accordance with past practices) is greater than the operating expenses of the Business (as determined in accordance with past practices) for the period from the Effective Time to the Closing Date.

2.6 Notices of Sale

From time to time between the date hereof and 90 days after the Closing Date, the Sellers shall, at Secure's request, cooperate with Secure in the preparation of notices to the other parties to any of the Contracts, advising each such other party that such Contract has been assigned to Secure and directing such other party to send to Secure all future notices, payments and correspondence relating to such Contract. Secure shall consult with the Sellers regarding the text of such notices.

2.7 Elections

The Sellers and Secure shall jointly execute an election, in the prescribed form and containing the prescribed information, to have subsection 167(1.1) of the ETA apply to the sale and purchase of the Assets hereunder so that no tax is payable in respect of such sale and purchase under Part IX of the ETA. Secure shall file such election with the Minister of National Revenue within the time prescribed by the ETA.

2.8 Accounts Receivable and Accounts Payable

(a) The parties acknowledge that the Assets are acquired by Secure as of the Effective Time and therefore:
(i) any accounts receivable, other receivables, accounts payable or other payables which arise, accrue or come into existence related to or arising from the operation of the Business on or after the Effective Time are for the benefit or account of Secure; and
(ii) any accounts receivable, other receivables, accounts payable or other payables which arise, accrue or come into existence relating to or arising from the operation of the Business before the Effective Time are for the benefit or account of the Sellers.
(b) The Sellers agree and covenant to pay the full amount of the accounts payable which:
(i) are related to the Business;
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(ii) arose, accrued or came into existence prior to the Effective Time; and
(iii) which remain outstanding as of the Effective Time,

within 60 days of the Effective Time.

(c) The Sellers shall have the right and be entitled to collect the accounts receivable which:
(i) are related to the Business;
(ii) arose, accrued or came into existence prior to the Effective Time; and
(iii) which remain outstanding as of the Effective Time,

and to use reasonable business practices in collecting the above-mentioned accounts receivable. If the Sellers encounter problems with respect to the collection of the above-described accounts receivable, the Sellers will advise Secure of such collection issues and Secure agrees to work co-operatively with the Sellers in their efforts to collect the above-mentioned accounts receivable which the Sellers agree shall be done in such a manner as to not impair the goodwill of the Business.

ARTICLE III THE CLOSING

3.1 Time and Place

The Closing shall take place at the offices of Davis LLP, 1201 Scotia Tower 2, 10060 Jasper Avenue, Edmonton, Alberta, T5J 4E5, or at such other place as may be mutually agreed by the parties. Subject to the terms and conditions hereof, the Closing shall occur at 12:00 p.m. (local time) on the Closing Date.

3.2 Delivery of Instruments

At the Closing:

(a) the Sellers shall execute and deliver to Secure such Instruments of Transfer as shall be effective to convey to Secure as of the Effective Time good and marketable title to the Assets free and clear of all Encumbrances (other than Permitted Encumbrances) and any other rights of others;
(b) the Sellers shall deliver such powers of attorney as Secure may reasonably request to enable Secure to register title to any of the Assets and make the endorsements described in Section 10.2(a) hereof; and
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(c) the Sellers and Secure shall each deliver the other agreements, instruments, certificates, opinions of counsel and other documents required hereunder, including, without limitation, those required under Articles VII and VIII hereof.

ARTICLE IV SALE PURSUANT TO THE CONSENT AGREEMENT

Notwithstanding any other provision of this Agreement, the parties acknowledge that the Assets are being sold pursuant to the Consent Agreement. All representations and warranties, conditions and covenants made by the Sellers and Clean Harbors, or either of them, in this Agreement in respect of the period from July 27, 2009 to and including the Effective Time (the " Divestiture Period ") are granted in the context of the Consent Agreement and are consequently made to the best of the Sellers and Clean Harbors' knowledge and belief, without inquiry or prior investigation.

The parties acknowledge that Dan Born, the Hold Separate Manager, was acting as the Hold Separate Manager pursuant to the terms of the Consent Agreement during the Divestiture Period and not in his capacity as an employee of Clean Harbors or the Sellers and that neither Clean Harbors nor the Sellers shall be deemed to have any knowledge of matters during the Divestiture Period arising from Dan Born being an employee of Clean Harbors or the Sellers.

ARTICLE V REPRESENTATIONS AND WARRANTIES BY THE SELLERS

The Sellers represent and warrant as follows, subject to Article IV, and acknowledge that Secure is relying upon such representations and warranties in connection with the purchase by Secure of the Assets:

5.1 Organization, Good Standing, Power, Etc.

Each of the Sellers and Clean Harbors has been duly incorporated or formed and organized and is validly existing under the laws of the jurisdiction of its formation, and has all requisite corporate or partnership capacity, authority and power to (i) to own or lease and operate the Assets and carry on the Business as presently being conducted and (ii) to execute, deliver and perform its obligations under this Agreement and all Ancillary Documents to which it may be a party, and to consummate the transactions contemplated hereby and thereby.

5.2 Authorization

Each of the Sellers and Clean Harbors has taken all necessary action to authorize (a) its execution and delivery of this Agreement and the Ancillary Documents to which it may be a party and (b) its performance of this Agreement and the Ancillary Documents to which it may be a party and the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Documents to which the Sellers or Clean Harbors may be

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a party will be, on or before Closing, duly and validly authorized, executed and delivered by the Sellers and by Clean Harbors, and constitutes in the case of this Agreement, or will constitute at Closing in the case of such Ancillary Documents, the valid and binding obligations of the Sellers and Clean Harbors, enforceable against the Sellers and Clean Harbors in accordance with their terms except to the extent enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors' rights generally.

5.3 Effect of Agreement, Etc.

The execution, delivery and performance of this Agreement and any Ancillary Document by the Sellers or by Clean Harbors, and the consummation of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the lapse of time, or both, (a) violate any provision of the constating documents of any of the Sellers or Clean Harbors, (b) violate any provision of Law to which any of the Sellers or Clean Harbors is subject, (c) violate any judgment, order, writ or decree applicable to any of the Sellers or Clean Harbors of any federal, provincial, municipal, local or other court, governmental, public or regulatory body, agency or other authority, (d) subject to obtaining the consent of Alberta Environment or any other Government Entity, have any material effect on any of the Authorizations included in the Assets or the ability of Secure to make use of such Authorizations after the Effective Time or (e) result in the breach of or conflict with any term, covenant, condition or other provision of, result in the modification or termination of, constitute a default under, or result in the creation or imposition of any Encumbrance upon any of the Assets pursuant to, any Contract to which any of the Sellers or Clean Harbors is a party or by which any of the Assets is or may be bound except where such breach, conflict, modification, termination or default does not and will not have a Material Adverse Effect.

5.4 Authorizations

The Sellers and Clean Harbors have all Authorizations that are required in connection with the execution, delivery or performance by the Sellers of this Agreement or any Ancillary Document to which it may be a party and the Sellers are not in default in any material respect of any of such Authorizations. Schedule 5.4 sets forth an accurate and complete list of all such Authorizations, all of which are in full force and effect, and no suspension, cancellation or nonrenewal of any of them is threatened, nor does any basis exist for such suspension, cancellation or non-renewal. As to any such Authorization that has expired or is about to expire, the Sellers or Clean Harbors, as the case may be, have promptly applied for the renewal of same.

5.5 Title to Personal Properties, Absence of Liens and Encumbrances, Etc.

The Sellers have good and valid title to the Assets, free and clear of all Encumbrances (other than Permitted Encumbrances). As of the Closing, there will be no Encumbrances (other than Permitted Encumbrances) relating to any of the Assets. Any of the Assets that are motor vehicles have a serial number listed beside such motor vehicle in Schedule 1.2.

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5.6 Leases

Schedule 5.6 sets forth, an accurate and complete list of all Leases currently in effect with respect to any item of Equipment, identifying name of lessor, serial and asset numbers of the Equipment that is the subject of each such Lease.

5.7 Material Contracts

Neither the Sellers nor Clean Harbors have entered into any material Contract creating Contractual Rights other than the Contracts set forth in Schedule 5.7. Neither the Sellers nor Clean Harbors are in breach of any such Contracts in any material respect nor has any circumstance occurred or does any circumstance exist that with the passage of time, notice or both, constitute such a breach, and, to the knowledge of the Sellers and Clean Harbors, no third party to any of such Contracts is in breach of any such Contracts

5.8 Compliance with Applicable Laws

Neither the use of any of the Assets nor the conduct of the Business violates any applicable Laws now in effect (including, without limitation, Environmental Laws), except where a failure to so comply does not and will not have a Material Adverse Effect. Except for the Consent Agreement and for administrative penalties issued by a governmental, public or regulatory body or agency against the Sellers that are not material, the Sellers have not received any written notice of any present or past violation of applicable Laws (including, without limitation, Environmental Laws) applicable to the Business or any of the Assets, and no basis for the allegation of any such violation exists.

5.9 Litigation

There is no Litigation (including, without limitation, Litigation relating to any Environmental Law) commenced or to the knowledge of the Sellers or Clean Harbors, threatened, before any federal, provincial, municipal, local or other court, governmental, public or regulatory body, agency or other authority, or any private arbitration tribunal, against, relating to or affecting the Sellers or Clean Harbors with respect to the Business or any of the Assets, or the transactions contemplated by this Agreement. There does not exist any order, judgment or decree (including, without limitation, those relating to any Environmental Law) of any court, governmental, public or regulatory body, agency or other authority, or any private arbitration tribunal, enjoining the Sellers or Clean Harbors from taking or requiring the Sellers or Clean Harbors to take action of any kind with respect to the Business or any of the Assets or to or by which the Sellers or Clean Harbors with respect to the Business or any material Asset is or may be subject or bound.

5.10 Customers and Suppliers

Since December 31, 2009, there has not been any termination, cancellation or limitation of, or any material adverse modification or material adverse change in, the business relationship of the Sellers with any customer, supplier or group of suppliers to the Business that is material to the Business, nor to the knowledge of the Sellers is any thereof threatened, whether by reason of the consummation of the transactions contemplated hereby or otherwise.

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5.11 Financial Statements

The Financial Statements present fairly the financial position of the Sellers with respect to the Business as at the date of such financial statements. The Financial Statements have been prepared on a basis consistent with past practice and show or reflect all the assets and liabilities of the Sellers with respect to the Business as at the date of such financial statements. As at the Effective Time, the financial position of the Sellers and the assets and liabilities will not have changed from what is shown on the Financial Statements except for changes resulting from operations and transactions in the ordinary course of business provided that same do not materially adversely affect the financial position of the Sellers with respect to the Business.

5.12 All Necessary Assets, Properties and Rights

Subject to the provisions hereof, upon consummation of the transactions contemplated by this Agreement, Secure shall have acquired from the Sellers all of the Assets.

5.13 Employee Benefit Plans and Employment Matters

(a) Schedule 5.13 contains a complete and accurate list of all Seller Employee Plans. The Sellers have made full payment of any amounts required to be paid under the terms of any Seller Employee Plan in accordance with the applicable Laws, and shall continue to make such payments up to and including the Effective Time. The Sellers have not made any commitment to improve or otherwise amend any Seller Employee Plan and shall not make any such commitment up to and including the Effective Time, subject to any changes required by the applicable Laws.
(b) Except as disclosed in Schedule 5.13, there are no notices of assessment, provisional assessments, re-assessments, supplementary assessments, penalties or increased assessments that the Sellers have received from the Worker's Compensation Board or similar authority in any jurisdiction in which the Business is carried on by the Sellers in the 24 months prior to the date hereof, and no amounts are due or owing in respect of assessments, penalties, fines, liens, charges, or other amounts pursuant to any Worker's Compensation legislation, or shall be due or owing as at the Effective Time.
(c) There is not any trade union or association certified by competent authority or recognized by the Sellers as bargaining agent for any employees of the Sellers, none of the Sellers are a party to any collective agreement with any labour union or association of employees and no such certification process with any labour union or association of employees is presently contemplated by any employees of the Sellers.

5.14 Environmental Matters

Schedule 5.14 is a true and complete list of (i) written reports to the Sellers by governmental, public and regulatory bodies, agencies and other authorities regarding compliance with Environmental Laws to the date of this Agreement, related to the Business since Seller’s

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acquisition of the Business, copies of which reports have been made available to Secure, and (ii) all environmental issues related to the Business or Assets (including, without limitation, all written reports, and all parts thereof, including any drafts of such reports if such drafts are in the possession or control of the Sellers, of all environmental audits or assessments which have been conducted at any facility used in the Business, either by the Sellers or any lawyer, environmental consultant or engineer engaged for such purpose and a list of all such reports, audits and assessments and any other similar report, audit or assessment of which the Sellers have knowledge). To the knowledge of the Sellers:

(a) the Business has been operated and maintained in compliance with all Environmental Laws in all material respects. The facilities used in the Business are, and at all times have been, owned, leased and operated in compliance with all Environmental Laws in all material respects and in a manner that will not give rise to any material liability under any Environmental Laws;
(b) disposals of Hazardous Substances in the Landfill have been in accordance with the Approval;
(c) all Authorizations required under Environmental Laws with respect to the Business have been obtained, are valid and in full force and effect, have been and are being complied with in all material respects and there have been and are no proceedings commenced or threatened to revoke or amend any of such Authorizations;
(d) there is not now existing, pending or threatened, nor any basis for any action, with respect to the Business, against the Sellers or Clean Harbors under any Environmental Law or otherwise with respect to any Release or threatened Release or handling of any Hazardous Substance. There are no consent decrees, judgments, judicial or administrative orders or agreements with, or liens by, any governmental, public or regulatory body, agency or other authority relating to any Environmental Law which regulate, obligate, bind or in any way affect the Sellers, the facilities used in the Business or the Assets;
(e) neither the Sellers nor Clean Harbors have been required by any Government Entity to (i) alter any of the Real Property in a material way in order to be in compliance with Environmental Laws or (ii) perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations on, about, or in connection with any of the Real Property;
(f) neither the Sellers nor Clean Harbors have received any notice that it or the facilities used in the Business is or were claimed to be in violation of the provisions of any Environmental Law or in non-compliance with the conditions of any Authorization that has not been rectified, and there is no lawsuit, administrative, governmental or other legal action to that effect commenced or, to the knowledge of the Sellers, pending or threatened; and
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(g) there is not now and has not been at any time in the past any underground or above-ground storage tank at any facility used in the Business where the installation, use, maintenance, repair, testing, closure or removal of such tank was not in compliance with all Environmental Laws and there has been no Release from or rupture of any such tank including, without limitation, any Release from or in connection with the filling or emptying of such tank.

5.15 Adverse Changes

Since December 31, 2009, there has been no material adverse change in the Assets or the Business.

5.16 Business Conducted in Ordinary Course

Since December 31, 2009, the Business has been carried on in the ordinary and normal course and the Sellers have not entered into any agreement or taken any action which would interfere with the ordinary and normal conduct of the Business beyond the Effective Time.

5.17 Insurance

The Sellers maintain insurance policies with responsible insurers with respect to the Business. All such policies of insurance coverage are in full force and effect while the Business and the Assets remain the property of the Sellers. The Sellers are not in default with respect to any of the provisions contained in any such insurance policy and has not failed to give any notice or present any claim under any such insurance policy in due and timely fashion.

5.18 Intellectual Property

As of July 27, 2009, the conduct of the Business does not infringe the intellectual property rights of third parties.

5.19 Tax Residency

None of the Sellers is a non-resident of Canada within the meaning of the Income Tax Act (Canada).

5.20 Other Liabilities

To the knowledge of the Sellers and Clean Harbors, there are no liabilities of the Sellers of any kind whatsoever in respect of which Secure may become liable on or after the consummation of the transaction contemplated by this Agreement other than liabilities disclosed or referred to in this Agreement.

5.21 GST Registration

The Sellers are registered under Part IX of the ETA with registration numbers as follows:

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PAL LP	81541 6946 RT0001
PAL GP	10070 9393 RT0001
Clean Harbors	82868 6097 RT0001

5.22 Hold Separate Manager

Pursuant to the terms of the Consent Agreement, the Hold Separate Manager has operated the Business since July 27, 2009 and reports to the Monitor. To the knowledge of the Sellers and Clean Harbors, the Hold Separate Manager has operated the Business in the ordinary and normal course and the Hold Separate Manager has not entered into any agreement or taken any action which would interfere with the ordinary and normal conduct of the Business beyond the Effective Time.

ARTICLE VI REPRESENTATIONS AND WARRANTIES BY SECURE

Secure represents and warrants as follows, and acknowledges that the Sellers are relying upon such representations and warranties in connection with the sale by the Sellers of the Assets:

6.1 Organization and Standing of Secure

Secure (a) is a corporation duly organized, validly existing and in good standing under the Laws of the Province of Alberta and (b) has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and all Ancillary Documents to which it may be a party, and to consummate the transactions contemplated hereby and thereby.

6.2 Authorization

Secure has taken all necessary action to authorize (a) its execution and delivery of this Agreement and the Ancillary Documents to which it may be a party and (b) its performance of this Agreement and the Ancillary Documents to which it may be a party and the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Documents to which Secure may be a party will be, on or before Closing, duly and validly authorized, executed and delivered by Secure and constitutes in the case of this Agreement, or will constitute at Closing in the case of such Ancillary Documents, the valid and binding obligations of Secure enforceable against it in accordance with their terms except to the extent enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors' rights generally.

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6.3 Effect of Agreement, Etc.

The execution, delivery and performance of this Agreement and any Ancillary Document by Secure and the consummation of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the lapse of time, or both, (a) violate any provision of the constating documents of Secure, (b) violate any provision of Law to which Secure is subject or (c) violate any judgment, order, writ or decree applicable to Secure of any federal, provincial, municipal, local or other court, governmental, public or regulatory body, agency or other authority.

6.4 Access to Books and Records

Prior to the Effective Time, Secure and its counsel, accountants and other representatives have received all necessary access to the facilities, Assets and personnel, where reasonable, of the Business, and the Sellers and Clean Harbors or the Hold Separate Manager have furnished to Secure and such representatives all such additional documents, financial information with respect to the Business or the Assets as Secure has reasonably requested in order to permit Secure to conduct its due diligence investigations.

6.5 GST Registration

Secure is registered under Part IX of the ETA with registration number 857304323 RT0001.

6.6 Investment Canada Act

Secure is not a "non-Canadian" for the purposes of and within the meaning of the Investment Canada Act , R.S.C 1985, c. 28 (1^st supp.).

6.7 Foreign Ownership of Land Regulations

Secure is not a "non-Canadian" for the purposes of and within the meaning of the Foreign Ownership of Land Regulations (Alta Reg. 160/1979).

ARTICLE VII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SECURE

For greater certainty, the conditions in this Article are expressly subject to Article IV.

7.1 Conditions Precedent to the Obligations of Secure

The obligations of Secure under this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of the Sellers and Clean Harbors contained in this Agreement or in any Ancillary Document to which the Sellers or Clean Harbors may be a party shall be true, complete and accurate in all material
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respects on and as of the Effective Time and the Closing Date with the same effect as if they were made on and as of the Effective Time and the Closing Date, as the case may be.

(b) Each of the Sellers and Clean Harbors shall have performed all obligations and agreements and complied with all covenants contained in this Agreement, or in any Ancillary Document to which it is a party, to be performed or complied with by it on or prior to the Effective Time and the Closing Date, as the case may be.
(c) All material Authorizations, including, without limitation, the authorization of Alberta Environment to transfer the Approval to Secure, required to be obtained prior to the Closing in connection with the consummation by the parties of the transactions contemplated hereby shall have been obtained and shall be in full force and effect and Secure and each of the Sellers and Clean Harbors shall have received evidence that these Authorizations have been obtained.
(d) The Commissioner shall have issued the Competition Approval and Secure shall have received evidence that the Competition Approval has been issued.
(e) The Sellers or Clean Harbors, as the case may be, shall have entered into the Ancillary Documents with Secure, all on terms and conditions acceptable to Secure, acting reasonably.
(f) From the date hereof to the Closing, there shall not have occurred any event which alone or taken together with other events would have a Material Adverse Effect (whether or not such change is or has been referred to or described in any Schedule to this Agreement, any supplement thereto or any other document or statement).
(g) There shall be no trade union or association certified or in the process of being certified by competent authority or recognized by the Sellers as bargaining agent for any employees of the Sellers with respect to the Business and none of the Sellers is a party to any collective agreement with any trade union or association of employees with respect to the Business.
(h) All filings with all Governmental Entities required to be made prior to Closing in connection with the transactions contemplated by this Agreement shall have been made, all waiting periods thereunder shall have expired or terminated and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Closing Date in connection with the transactions contemplated by this Agreement shall have been issued.

ARTICLE VIII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SELLERS AND CLEAN HARBORS

For greater certainty, the conditions in this Article are expressly subject to Article IV.

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8.1 Conditions Precedent to the Obligations of the Sellers and Clean Harbors

The obligations of the Sellers and Clean Harbors under this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of Secure contained in this Agreement or in any Ancillary Document to which Secure may be a party shall be true, complete and accurate in all material respects on and as of the Effective Time and the Closing Date with the same effect as if they were made on and as of the Effective Time and the Closing Date, as the case may be.
(b) Secure shall have performed all obligations and agreements and complied with all covenants contained in this Agreement or in any Ancillary Document to which it may be a party to be performed and complied with by it on or prior to the Effective Time and the Closing Date, as the case may be.
(c) All material Authorizations, including, without limitation, the authorization of Alberta Environment to transfer the Approval to Secure, required to be obtained prior to the Closing in connection with the consummation by the parties of the transactions contemplated hereby shall have been obtained and shall be in full force and effect and Secure and each of the Sellers and Clean Harbors shall have received evidence that these Authorizations have been obtained and Secure shall have provided to Alberta Environment an irrevocable letter of credit in such amount and on such terms and conditions as Alberta Environment, in its sole and absolute discretion, may require in respect of the landfill or as may be required under the Approval.
(d) The Commissioner shall have issued the Competition Approval and Secure shall have received evidence that the Competition Approval has been issued.
(e) Secure shall have entered into the Ancillary Documents with the Sellers or Clean Harbors, as the case may be, all on terms and conditions acceptable to the Sellers and Clean Harbors, acting reasonably.
(f) All filings with all governmental authorities required to be made prior to Closing in connection with the transactions contemplated by this Agreement shall have been made, all waiting periods thereunder shall have expired or terminated and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Closing Date in connection with the transactions contemplated by this Agreement shall have been issued.

8.2 Authorizations, Approvals, Assignments, Discharges not Obtained at Closing

Despite any Closing conditions contained in Section 8.1, if the Authorization or any assignment, approval or discharge of security interest that is required for Closing is not received on or before the Closing Date but the parties agree to proceed to complete the Closing:

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(a) the Authorization, assignment, approval or discharge of security interest that has not been obtained shall not be assigned to Secure until such Authorization, assignment, approval or discharge of security interest has been obtained;
(b) to the extent that it does not constitute a breach of this Agreement or the Authorization, or underlying documents to any assignment, approval or discharge of security interest, from the Closing Date until the date that such document or documents are assigned, the Sellers shall hold the benefit of the Authorization, and underlying documents to any assignment, approval or discharge of security interest in trust for Secure and shall account to Secure for all moneys, goods or other benefits received under such Authorization, or underlying documents to any assignment, approval or discharge of security interest; and
(c) the Sellers and Secure shall continue to use all reasonable efforts to obtain the Authorization or any assignment, approval or discharge of security interest that is required for Closing.

ARTICLE IX EMPLOYMENT MATTERS

9.1 Employment Matters

(a) Schedule 9.1(a) sets forth a complete and accurate list of the names of all individuals who are full-time, part-time or casual employees of the Sellers or individuals engaged on contract to provide services to the Sellers or other agents or representatives of the Sellers employed by the Sellers with respect to the Business (the " Employees ") as of the date of this Agreement specifying the length of hire, title or classification and rate of salary or hourly pay and commission or bonus entitlement (if any) for each such Employee. Schedule 9.1(a) lists all Employees, including those on lay-off and those absent due to injury, maternity leave or for other reasons as well as stating the reason for their absence. The Sellers represent and warrant to Secure that the Transferred Information does not contain any Personal Information that does not solely and directly relate to the continuation of the Business by Secure or the completion of the transactions as contemplated herein. In the event the transactions contemplated by this Agreement are closed at the Effective Time, then the parties to this Agreement agree to use and disclose the Personal Information which has been collected, used and disclosed prior to the Effective Time only for the purposes for which such Personal Information was originally collected from or in respect of the Employees. In the event the transactions contemplated by this Agreement do not proceed then Secure will, if the Personal Information is still in the custody of or under the control of Secure, either destroy such Personal Information or turn over to the Sellers such Personal Information. Sellers shall be responsible for all accrued and unpaid salary or hourly pay, bonuses, commissions, accrued and unpaid vacation pay and other amounts payable to such Employees as of the Effective Time.
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(b) Secure agrees to offer employment to all Employees listed in Schedule 9.1(b) at compensation levels consistent with Secure's compensation levels.
(c) Secure agrees to assume liability for and indemnify the Sellers, Clean Harbors and their respective parent corporations, subsidiaries, affiliates, successors and assigns from and against any liability arising from the subsequent termination of any Acquired Employees, including but not limited to:
(i) severance liability arising as a result of such Acquired Employee’s length or term of service with the Sellers or any of its predecessors, subsidiaries and affiliates;
(ii) any liability arising as a result of changes to the terms and conditions of such Acquired Employee’s employment.
(d) Secure shall not assume or otherwise be responsible for any obligations and liabilities to the Employees of the Business that were not offered employment by Secure or that did not accept the offer of employment by Secure (including, without limitation, any obligation or liability with respect to any wages, bonuses, commissions and vacation liabilities and other amounts payable to such Employees, and also, with respect to deferred bonuses and commissions, those that would likely have been paid to such Employees in future periods except for the fact that the Sellers sold the Business to Secure).
(e) In the event of any partial termination or wind-up of any surplus funded Seller Employee Plan, Secure covenants and agrees that it shall not seek the transfer of any portion of such surplus, subject to applicable Law. Secure further covenants and agrees that it shall use its reasonable commercial efforts to cooperate with the Sellers in all regulatory filings, communications (written and oral) and representations in connection with any determination of surplus entitlement.

ARTICLE X COVENANTS OF THE PARTIES AFTER CLOSING

10.1 Books and Records, Access

The Sellers and Clean Harbors shall, not later than five (5) business days after the Closing Date, at their expense, deliver to Secure all of the Books and Records. Secure shall not, unless otherwise consented to in writing by the Sellers, for a period of five (5) years or for such other period as may be required by the Canada Revenue Agency, whichever is later, following the Closing Date, destroy or otherwise dispose of (otherwise than in connection with a sale of the Business) any of the Books and Records without first offering to surrender the Books and Records which it intends to destroy or dispose of to the Sellers. Secure shall provide the Sellers and Clean Harbors and their authorized representatives with access during normal business hours to the Books and Records following the Closing Date upon prior written notice for purposes of tax and other government audits, litigation and other proceedings by and against the Sellers or Clean Harbors, as the case may be.

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10.2 Mail, Payments

(a) the Sellers and Clean Harbors hereby authorize Secure after the Closing to receive and open all mail and other communications received by Secure relating to the Business, and to act with respect to such communications in such manner as Secure may elect if such communications relate to the Business or any of the Assets, or, if such communications do not so relate, to forward the same to Clean Harbors on a weekly basis. In addition, any payment received by Secure after the Closing in respect of any of the Assets or the Business for services performed before the Effective Time shall be remitted to Clean Harbors, as representative of, and for and on behalf of, the Sellers within 10 days of each month end.
(b) the Sellers and Clean Harbors shall promptly deliver to Secure the original of any mail or other communication received by it after the Closing pertaining to the Business or the Assets and any moneys, cheques or other instruments of payment to which Secure is entitled.

10.3 Covenants Not to Compete, Non-Solicitation

(a) Until two years after the Closing Date, the Sellers each agree that it will not, and shall cause its affiliates to not, unless acting in accordance with the prior written consent of Secure, within a 100 kilometer radius of the Landfill (the " Territory "):
(i) (directly or indirectly) own, manage, operate, join, control, finance, participate or cause participation in the ownership, management, operation, control or financing of, or be connected as a principal, agent, representative, consultant, investor, owner, partner, manager, joint venturer or otherwise with, or permit its name to be used by or in connection with, whether through existing corporations or otherwise, a business of the same or like nature to that of the Business or any portion thereof; or
(ii) solicit for employment any person who is an Employee of the Business on the Closing Date and who accepts employment by Secure provided that nothing in this section will prohibit the Sellers or Clean Harbors from placing advertisements and publications of general circulation, or from hiring any person who has responded to such advertisement without prompting or solicitation by the Sellers or Clean Harbors.
(b) the Sellers and Clean Harbors acknowledge that:
(i) the provisions of this Section 10.3 are reasonable and necessary to protect the legitimate interests of the other parties;
(ii) the businesses of Secure, the Sellers and Clean Harbors (including, without limitation, the Business to be acquired hereby) are conducted throughout the Territory;
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(iii) any violation of this Section 10.3 will result in irreparable injury to Secure and that damages at law would not be reasonable or adequate compensation for a violation of this Section 10.3; and
(iv) the Sellers and Clean Harbors consent to the issuance by a court of appropriate jurisdiction of an order specifically enforcing this Section 10.3 without the necessity of proving actual damages and without posting bond or other security. In the event that any of the provisions of this Section 10.3 should ever be deemed to exceed the time, geographic area, product or any other limitations permitted by applicable law, then such provisions shall automatically be adjusted to conform with the maximum permitted by applicable law.
(c) nothing in Section 10.3(a) shall in any way prevent:
(i) with respect to Clean Harbors or an affiliate of Clean Harbors, an amalgamation, merger, plan of arrangement or share for share exchange with, or "change of control" (change of control means a person or other entity directly or indirectly acquiring a sufficient number of voting securities such that the person or company owns or controls not less than 50% of the outstanding voting securities of such Clean Harbors or affiliate) by, any person, partnership, trust, fund or similar entity that is currently at "arm's length" to Clean Harbors or an affiliate of Clean Harbors and which currently operates anywhere in Canada a business that is the same or like nature to that of the Business;
(d) the Sellers and Clean Harbors intend to and do hereby confer jurisdiction to enforce the covenants set forth in this Section 10.3 upon the courts of any jurisdiction within the geographical scope of such covenants. In addition to Section 12.13 hereof and not in limitation thereof, if the courts of any one or more of such jurisdictions hold such covenants unenforceable in whole or in part, it is the intention of the parties that such determination not bar or in any way adversely affect the right of a party to equitable relief and remedies hereunder in courts of any other jurisdiction as to breaches or violations of this Section 10.3, such covenants being, for this purpose, severable into diverse and independent covenants.

10.4 Assigned Contracts

To the extent that the Sellers' rights under any Contract included in the Assets, or under any other Asset to be assigned to Secure hereunder, may not be assigned without the consent of another person which has not been obtained by the Sellers prior to the Effective Time, neither this Agreement nor any of the Instruments of Transfer delivered to Secure and which relate to the assignment of that asset shall constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful. If any such consent has not been obtained or if any attempted assignment would be ineffective or would impair Secure's rights under the instrument in question so that Secure would not in effect acquire the benefit of all such

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rights, then the Sellers, to the maximum extent permitted by law and the instrument and at the sole expense of Secure, shall act as Secure's agents in order to obtain for Secure the benefits thereunder and shall cooperate, to the maximum extent permitted by law and the instrument, with Secure in any other reasonable arrangement designed to provide such benefits to Secure (including, without limitation, by entering into an equivalent arrangement). Secure will indemnify the Sellers against all liabilities, costs and expenses incurred by the Sellers in acting as Secure's agent. Notwithstanding Secure's decision to consummate the Closing in the absence of any such consent, after the Effective Time, the Sellers shall use their reasonable commercial efforts to obtain all such consents and, if and when any is obtained, shall promptly assign the instrument in question to Secure.

10.5 Taxes

Except as provided in Section 12.2 hereof, the Sellers or Clean Harbors shall pay, or shall cause to be paid, promptly when due, all Taxes assessed on the Sellers or Clean Harbors with respect to the Business or the Assets before and including the Effective Time.

10.6 Required Consents and Filings, Further Assurances

(a) After the execution hereof, each of the Sellers, Clean Harbors and Secure shall use their reasonable commercial best efforts to promptly obtain all consents, approvals, transfers, permissions, waivers, orders, reissuances and authorizations of (and make all necessary filings or registrations with) all courts, governmental agencies and bodies and other third parties which are required to be obtained or made by it in connection with the consummation of the transactions contemplated by this Agreement including, without limitation, in connection with the Competition Approval and the transfer of the Approval from PAL GP to Secure.
(b) Secure agrees to:
(i) provide any and all information and documents as may be requested by the Commissioner or the Divestiture Trustee and (agree to reasonable amendments to this Agreement as may be requested by the Divestiture Trustee, acting reasonably, based on advice from the Commissioner, to obtain the Competition Approval; and
(ii) provide to Alberta Environment an irrevocable letter of credit in such amount and on such terms and conditions as Alberta Environment, in its sole and absolute discretion, may require in respect of the Landfill or as may be required under the Approval in consideration of the transfer of the Approval from PAL Ltd. to Secure.
(c) At any time and from time to time after the Effective Time, the parties agree to cooperate with each other, to execute and deliver such other documents, instruments of transfer or assignment, files, books and records and do all such further acts and things as may be reasonably required to carry out the intent of the parties hereunder.
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10.7 Intentionally Deleted

10.8 Financial Information of the Sellers

The Sellers and Clean Harbors shall provide to Secure and its auditors all available financial information within their control (including, without limitation, source records, invoices and all other financial statements and summaries previously prepared by the Sellers or predecessors in title) respecting the Business and the Assets, in sufficient detail to enable the auditors of Secure to express an audit opinion in respect of the Financial Statements. In addition, the Sellers and Clean Harbors will make available to Secure and its auditors such financial personnel, if and as available, of the Sellers or Clean Harbors as may reasonably be required in respect of the foregoing. The Sellers and Clean Harbors hereby acknowledge that the foregoing information is required by Secure in order for it to prepare the following documents (in connection with the Assets and the Business) in accordance with its obligations under securities Laws: (a) financial statements, including an income statement, a statement of retained earnings and a cash flow statement, for the Sellers' two most recently completed financial years, including a balance sheet as at the end of each year, with the financial statements for the most recently completed financial year being audited; and (b) interim financial statements for Seller's current financial year ended with the last interim period, being March 31, 2010 completed by the Seller before the Closing Date, together with interim financial statements for the comparable period in the preceding financial year, which interim financial statements shall must be reviewed by Sellers' auditors.

10.9 Transferred Employee Information

Secure shall use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates as advised by the Sellers, unless (a) the Sellers or Secure has first notified such individual of such additional purpose, and where required by governing legislation, obtained the consent of such individual to such additional purpose, or (b) such use or disclosure is permitted or authorized by applicable law, without notice to, or consent from, such individual.

10.10 Registration of Trade Name

PAL GP and PAL LP shall file, within two Business Days after the Closing Date, Articles of Amendment or a Notice to Amend Certificate of Limited Partnership, as applicable, changing the name of PAL GP and PAL LP to another name which is not similar to the name of the Business. The Sellers shall provide Secure, within four Business Days after the Closing Date, a certified copy of: (i) the Certificate of Amendment issued by the Registrar of Corporations for the Province of Alberta evidencing the change of name of PAL GP; and (ii) a proof of filing of the Notice to Amend Certificate of Limited Partnership with the Registrar of Corporations for the Province of Alberta evidencing the change of name of PAL LP. The Sellers shall use their reasonable commercial efforts in assisting Secure to obtain all approvals, transfers, waivers and authorizations which are required to be obtained or made in connection with the registration of a trade name similar to the existing name of the Business.

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ARTICLE XI INDEMNIFICATION

11.1 The Sellers' Indemnification Obligation

In addition to any other indemnification provided for under this Agreement or any Ancillary Document, the Sellers and Clean Harbors jointly and severally, shall indemnify, defend and hold harmless Secure from and against any and all demands, claims, losses, liabilities, actions or causes of action, assessments, judgments, settlement payments, damages, fines, penalties, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, reasonable fees and disbursements of counsel and other experts, and the costs to the Indemnitee of any funds expended by reason of any of the events specified in this Section 11.1) (" Secure Losses ") incurred or suffered by Secure arising out of, resulting from or relating to:

(a) any breach of any of the representations or warranties made by the Sellers or Clean Harbors in this Agreement or any Ancillary Document to which the Sellers or Clean Harbors may be a party (except breaches which are out of the control of the Sellers or Clean Harbors);
(b) any failure by any of the Sellers or Clean Harbors to perform any of its covenants or agreements contained in this Agreement or any Ancillary Document to which such Seller(s) or Clean Harbors may be a party;
(c) any funding deficiencies under, or funding, operation, administration, amendment, termination of, or withdrawal or partial withdrawal from, any pension or other Employee benefit plan established, maintained or contributed to by the Sellers or any affiliate of the Sellers, arising out of or relating to any event or circumstance occurring or existing before, the Effective Time, including, without limitation, each and every loss, assessment, fine, penalty, tax or similar impost associated with any such plan; and each and every cost or expense incurred by Secure, including, without limitation, reasonable fees and disbursements of counsel, in defending itself with respect to any matter associated with any such pension or other Employee benefit plan;
(d) any liability or obligation of any kind (other than obligations assumed by Secure with respect to the Acquired Employees) relating to the Sellers' employment of Employees or former Employees (and/or the dependents of such Employees or former Employees) (including, without limitation, accrued and unpaid bonuses, commissions, vacation liabilities, pensions and other benefits payable as of the Effective Time to the Sellers' Employees or former Employees), or to any present or former Employee representative, trade union or association or other Employee organization;
(e) any Litigation arising prior to the Effective Time and any Litigation based on facts, events, circumstances or omissions relating to the Business or the Assets arising prior to the Effective Time, before any federal, provincial, municipal, local
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or other court, governmental, public or regulatory body, agency or other authority, or any private arbitration tribunal;

(f) any liability or obligation of any kind, whether absolute, accrued, contingent or otherwise and not otherwise specifically addressed herein (i) arising out of, resulting from, or relating to the ownership, condition, operation or use of any of the Assets prior to the Effective Time or the conduct of the Business prior to the Effective Time or (ii) which is not a liability described in Section 2.2(a) hereto (it being the intent of the parties that (x) the Sellers shall have full responsibility for the ownership, condition, operation or use of the Assets and the conduct of the Business prior to the Effective Time and all obligations and liabilities arising therefrom and (y) any obligation or liability of the Sellers existing prior to the Effective Time, which is not a liability described in Section 2.2(a) hereto shall be the sole responsibility of the Sellers, and that such responsibilities referred to herein shall be absolute and shall continue even if any representations and warranties or agreements or understandings concerning these matters shall have expired);
(g) any liability or obligation of any kind, whether absolute, accrued, contingent or otherwise, arising under the Environmental Laws (including, without limitation, violations thereof and other claims) due to the ownership, condition, operation or use of Sellers' properties or assets in connection with the Business prior to the Effective Time; or
(h) the enforcement of this Section 11.1.

11.2 Secure's Indemnification Obligation

In addition to any other indemnification provided for under this Agreement or any Ancillary Document, Secure shall indemnify, defend and hold harmless each of the Sellers and Clean Harbors from and against any and all demands, claims, losses, liabilities, actions or causes of action, assessments, judgments, settlement payments, damages, fines, penalties, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, reasonable fees and disbursements of counsel and other experts, and the costs to the Indemnitee of any funds expended by reason of any of the events specified in this Section 11.2) (" Sellers' Losses ") incurred or suffered by the Sellers and Clean Harbors, or any of them, arising out of, resulting from or relating to:

(a) any breach of any of the representations or warranties made by Secure in this Agreement or any Ancillary Document to which Secure may be a party (except breaches which are out of the control of Secure);
(b) any failure by Secure to perform any of its covenants or agreements contained in this Agreement or any Ancillary Document to which Secure may be a party;
(c) any funding deficiencies under, or funding, operation, administration, amendment, termination of, or withdrawal or partial withdrawal from, any pension or other Employee benefit plan established, maintained or contributed to
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by the Sellers or Clean Harbors or any affiliate of the Sellers or Clean Harbors, arising out of or relating to any event or circumstance occurring or existing after, the Effective Time, including, without limitation, each and every loss, assessment, fine, penalty, tax or similar impost associated with any such plan; and each and every cost or expense incurred by the Sellers or Clean Harbors, including, without limitation, reasonable fees and disbursements of counsel, in defending itself with respect to any matter associated with any such pension or other Employee benefit plan;

(d) any liabilities or obligations assumed by Secure with respect to the termination of Acquired Employees including, but not limited to, severance liability arising as a result of such Acquired Employee's length or term of service with the Seller and any liability arising as a result of changes to the terms and conditions of such Acquired Employee's employment;
(e) any Litigation arising after the Effective Time based on facts, events, circumstances or omissions relating to the Business or the Assets arising after the Effective Time, before any federal, provincial, municipal, local or other court, governmental, public or regulatory body, agency or other authority or any private arbitration tribunal;
(f) any liability or obligation of any kind, whether absolute, accrued, contingent or otherwise and not otherwise specifically addressed herein arising out of, resulting from, or relating to the ownership, condition, operation or use of any of the Assets after the Effective Time or the conduct of the Business arising after the Effective Time;
(g) any liability or obligation of any kind, whether absolute, accrued, contingent or otherwise, arising under the Environmental Laws (including, without limitation, violations thereof and other claims) due to the ownership, condition, operation or use of Sellers' properties or assets in connection with the Business arising after the Effective Time; or
(h) the enforcement of this Section 11.2.

11.3 Indemnification Procedure

(a) Promptly after receipt by an Indemnitee of written notice of the assertion or the commencement of any Litigation with respect to any matter referred to in Section 11.1 or 11.2 hereof, the Indemnitee shall give Notice to the Indemnitor and shall thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnitee to give the Indemnitor prompt Notice as provided herein shall not relieve the Indemnitor of any of its obligations hereunder. In case any such Litigation is brought against any Indemnitee, the Indemnitor shall be entitled to assume the defense thereof, by written notice to the Indemnitee within 30 days after receipt of the Notice of its intention to do so, with counsel reasonably satisfactory to the Indemnitee at the Indemnitor's own expense. If the
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Indemnitor shall assume the defense of such Litigation, it shall not settle such Litigation unless such settlement includes as an unconditional term thereof the giving by the claimant or the plaintiff of a release of the Indemnitee, satisfactory to the Indemnitee, from all liability with respect to such Litigation. Notwithstanding the assumption by the Indemnitor of the defense of any Litigation as provided in this subsection, the Indemnitee shall be permitted to join in the defense of such Litigation and to employ counsel at its own expense.

(b) If the Indemnitor shall fail to notify the Indemnitee of its desire to assume the defense of any such Litigation within the prescribed period of time, or shall notify the Indemnitee that it will not assume the defense of any such Litigation, then the Indemnitee may assume the defense of any such Litigation, in which event it may do so in such manner as it may deem appropriate, and the Indemnitor shall be bound by any determinations made in such Litigation or any settlement thereof effected by the Indemnitee. The Indemnitor shall be permitted to join in the defense of such Litigation and to employ counsel at its own expense.
(c) Amounts payable by an Indemnitor to an Indemnitee in respect of any Secure Losses or Sellers' Losses under Section 11.1 or 11.2 hereof shall be promptly paid as incurred and shall be net of any tax benefit or insurance payment recovered by the Indemnitee in connection with such loss. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Section 11, the Indemnitor shall nevertheless pay when due such portion, if any, of the obligation as shall not be subject to dispute. The difference, if any, between the amount of the obligation ultimately determined as properly payable under this Section 11 and the portion, if any, theretofore paid shall bear interest for the period from the date the amount was demanded until payment in full, payable on demand, at the fluctuating rate per annum which at all times shall be two percentage points in excess of the prime rate.
(d) Nothing in this Agreement shall limit or restrict in any manner any rights or remedies which any Indemnitee has, or might have, at law, in equity or otherwise, against any Indemnitor based on any willful misrepresentation, willful breach of warranty or willful failure to fulfill any agreement or covenant.

11.4 Limitations on Sellers and Clean Harbor’s Liability

Notwithstanding any other provision of this Agreement, the aggregate liability of the Sellers and Clean Harbors for the Secure Losses under Section 11.1 shall not in any circumstances exceed the Purchase Price.

11.5 Limitations on Secure’s Liability

Notwithstanding any other provision of this Agreement, the aggregate liability of Secure for the Sellers’ Losses under Section 11.2 shall not in any circumstances exceed the Purchase Price.

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ARTICLE XII GENERAL

12.1 Survival of Representations, Warranties and Indemnification

(a) Subject to Section 12.1(b), all representations, warranties and covenants contained in this Agreement or in any Ancillary Document on the part of any of the parties shall survive the closing of purchase and sale contemplated hereunder, the execution and delivery under this Agreement of any instruments of conveyance of the Assets and the payment of the consideration for the Assets.
(b) Representations and warranties shall survive for a period of one year following the Closing Date. If no claim shall have been made under this Agreement against a party for any incorrectness in or breach of any representation or warranty made in this Agreement prior to the expiry of these survival periods, such party shall have no further liability under this Agreement with respect to such representation or warranty.
(c) Notwithstanding the limitations set out in Section 12.1(b) any claim, which is based on title to the Assets, intentional misrepresentation or fraud may be brought at any time.
(d) Notwithstanding any other provision of this Agreement, the indemnification obligations of the Sellers set out in Section 11.1, and the indemnification obligations of Secure set out in Section 11.2, shall survive for a period of one year following the Closing Date.
(e) No investigations made by or on behalf of Secure at any time shall have the effect of waiving, diminishing the scope or otherwise affecting any representation or warranty made by the Sellers and Clean Harbors in or pursuant to this Agreement or in any Ancillary Document. No waiver of any condition or other provision, in whole or in part, shall constitute a waiver of any other condition or provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

12.2 Sales, Transfer and Documentary Taxes, Etc.

Secure shall pay sales, transfer and documentary taxes due as a result of the transfer of the Assets to Secure, and all affidavit, acknowledgment and recording fees and other fees directly relating to the transfer of the Assets.

12.3 Fees and Expenses

Except as otherwise provided herein, each of the parties hereto shall pay its own expenses and the fees and expenses of its counsel and accountants and other experts incurred in connection with the transactions contemplated by this Agreement.

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12.4 Waivers

No action taken pursuant to this Agreement shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of any condition or of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other condition or other breach. The waiver by any party of any of the conditions precedent to its obligations under this Agreement shall not preclude it from seeking redress for breach of this Agreement other than with respect to the condition so waived.

12.5 Notices

All notices, requests, demands, applications, services of process and other communications which are required to be or may be given under this Agreement shall be deemed to have been duly given if sent by telefax (with confirming telefax receipt) or delivered by recognized courier service (with receipt acknowledged) to the parties hereto at the following addresses:

(i) if to any of the Sellers or Clean Harbors prior to or after the Effective Time to:

Ernst & Young Orenda Corporate Finance Inc. Ernst & Young Tower 222 Bay Street P.O. Box 251 Toronto, Ontario M5K 1J7 Attention: Tony Ianni Fax No.: [redacted]

with a copy to,

Davis LLP 1201 Scotia Tower 2 10060 Jasper Avenue Edmonton, Alberta T5J 4E5 Attention: Jennifer Cleall Fax No.: [redacted]

(ii) and if to any of the Sellers or Clean Harbors after the Effective Time, also to:

Clean Harbors, Inc. 42 Longwater Drive P.O. Box 9149 Norwell, MA 02061-9149 Attention: James M. Rutledge, EVP and Chief Financial Officer Fax No.: [redacted]

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with a copy to,

Shea Nerland Calnan LLP Suite 2800, 715 – 5^th Avenue S.W. Calgary, Alberta T2P 2X6 Attention: Joe Brennan Fax No.: [redacted]

(iii) if to Secure:

Secure Energy Services Inc. Suite 1201, 333 – 7^th Avenue S.W. Calgary, Alberta T2P 2Z1 Attention: Rene Amirault

Fax No.: [redacted]

with a copy to,

Bennett Jones LLP Suite 4500, 855 – 2^nd Street S.W. Calgary, Alberta T2P 4K7 Attention: Brad Markel

Fax No.: [redacted]

or to such other address as any party shall furnish to the other by notice given in accordance with this Section 12.5. Each such notice, request, demand, application, service of process and other communication shall be deemed to have been given as of the date so telefaxed, delivered or mailed or, if given by any other means, shall be deemed given only when actually received by the addressee.

12.6 Entire Agreement, Amendments

This Agreement (which includes all Schedules), the Ancillary Documents, the NonDisclosure Agreement dated January 11, 2010 between Clean Harbors Industrial Services Canada, Inc. and Secure and section 8 of the Letter of Intent embodies the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect thereof. This Agreement may not be changed orally, but only by an agreement in writing signed by the party or parties against whom any waiver, change, amendment, modification or discharge may be sought.

12.7 Binding Effect, Benefits

This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their successors. Neither this Agreement nor any of the rights hereunder may be assigned by any of the parties hereto without the written consent of the other party.

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12.8 Generally Accepted Accounting Principles

Where the Canadian Institute of Chartered Accountants includes a recommendation in its Handbook concerning the treatment of any accounting matter, such recommendation shall be regarded as the only Generally Accepted Accounting Principle applicable to the circumstances that it covers and references herein to "Generally Accepted Accounting Principles" shall be interpreted accordingly. All accounting and financial terms used herein, unless specifically provided to the contrary, shall be interpreted and applied in accordance with Generally Accepted Accounting Principles.

12.9 Headings

The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

12.10 Counterparts

This Agreement may be executed in any number of counterparts, by facsimile or other electronic means, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

12.11 Governing Law

The validity, performance and enforcement of this Agreement shall be governed by the Laws of the Province of Alberta without giving effect to the principles of conflicts of law thereof, except that with respect to matters regarding the transfer of right, title to and interest in any Contract, the Laws governing such Contract shall govern.

12.12 No Benefit to Others

The representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the parties hereto and their heirs, administrators, personal representatives and successors and permitted assigns, and they shall not be construed as conferring any rights on any other persons.

12.13 Severability

If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable in any jurisdiction, the remainder hereof, and the application of such provision to such person or circumstance in any other jurisdiction or to other persons or circumstances in any jurisdiction, shall not be affected thereby, and to this end the provisions of this Agreement shall be severable.

12.14 Public Announcements

Neither Secure nor any of the Sellers shall make any public statements, including, without limitation, any press releases, with respect to this Agreement and the transactions

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contemplated hereby without the prior written consent of the other party hereto (which consent may not be unreasonably withheld) except as may be required by Law.

12.15 Currency

Unless otherwise indicated, all dollar amounts in this agreement are expressed in Canadian dollars.

{remainder of page intentionally left blank}

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12.16 Time of the Essence

The parties hereto agree that time shall be of the essence with respect to the performance of all obligations under this Agreement and any Ancillary Documents.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

PEMBINA AREA LANDFILL LP, by its PEMBINA AREA LANDFILL LTD. general partner, PEMBINA AREA LANDFILL LTD.

Per: (Signed) " Rod Marlin " Name: Rod Marlin Title: President and Chief Executive Officer

Per: Per: Name: Name: Title: Title:

CLEAN HARBORS, INC. SECURE ENERGY SERVICES INC.

Per: (Signed) " James M. Rutledge " Per: (Signed) " David Engel " Name: James M. Rutledge Name: David Engel Title: Executive Vice President and Title: Business Development Chief Financial Officer Representative

Per:

Name: Title:

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SCHEDULES

Schedule 1.1 Schedule 1.2 Schedule 1.3 Schedule 1.4 Schedule 1.5 Schedule 1.6 Schedule 5.4 Schedule 5.6 Schedule 5.7 Schedule 5.13 Schedule 5.14 Schedule 9.1(a) Schedule 9.1(b)

Ancillary Documents Assets Financial Statements Permitted Encumbrances Real Property Royalty Agreement Authorizations Leases Material Contracts Seller Employee Plans Environmental Matters Employees Acquired Employees

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SCHEDULE 1.1

ANCILLARY DOCUMENTS

[Redacted]

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SCHEDULE 1.2

ASSETS

[Redacted]

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SCHEDULE 1.3

FINANCIAL STATEMENTS

[Redacted]

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SCHEDULE 1.4

PERMITTED ENCUMBRANCES

[Redacted]

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SCHEDULE 1.5

REAL PROPERTY

[Redacted]

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SCHEDULE 1.6

ROYALTY AGREEMENT

[Redacted]

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SCHEDULE 5.4

AUTHORIZATIONS

[Redacted]

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SCHEDULE 5.6

LEASES

[Redacted]

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SCHEDULE 5.7

MATERIAL CONTRACTS

[Redacted]

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SCHEDULE 5.13

SELLER EMPLOYEE PLANS

[Redacted]

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SCHEDULE 5.14

ENVIRONMENTAL MATTERS

[Redacted]

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SCHEDULE 9.1(a)

EMPLOYEES

[Redacted]

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SCHEDULE 9.1(b)

ACQUIRED EMPLOYEES

[Redacted]

AI assistant

Secure Waste Infrastructure Corp. — M&A Activity 2010

46533_rns_2010-05-10_97b078e7-7b94-458e-ba1d-b4e5735797d8.pdf

ASSET PURCHASE AGREEMENT

PEMBINA AREA LANDFILL LP

PEMBINA AREA LANDFILL LTD.

CLEAN HARBORS, INC.

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

ARTICLE V REPRESENTATIONS AND WARRANTIES BY THE SELLERS

ARTICLE VI

REPRESENTATIONS AND WARRANTIES BY SECURE

ARTICLE VII

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SECURE

7.1 Conditions Precedent to the Obligations of Secure ...............................................................18 ARTICLE VIII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SELLERS AND CLEAN HARBORS

ARTICLE IX

EMPLOYMENT MATTERS

ARTICLE X COVENANTS OF THE PARTIES AFTER CLOSING

ARTICLE XI

INDEMNIFICATION

ASSET PURCHASE AGREEMENT

1.1 Defined Terms

1.2 Interpretation

1.3 Number and Gender

ARTICLE II TRANSFER OF ASSETS

2.1 Sale and Purchase of the Assets

2.2 Limited Assumption of Liabilities

2.3

Intentionally Deleted

2.4 Purchase Price and Payment of Purchase Price

2.5 Purchase Price Adjustments

2.6 Notices of Sale

2.7 Elections

2.8 Accounts Receivable and Accounts Payable

ARTICLE III THE CLOSING

3.1 Time and Place

3.2 Delivery of Instruments

ARTICLE IV SALE PURSUANT TO THE CONSENT AGREEMENT

ARTICLE V REPRESENTATIONS AND WARRANTIES BY THE SELLERS

5.1 Organization, Good Standing, Power, Etc.

5.2 Authorization

5.3 Effect of Agreement, Etc.

5.4 Authorizations

5.5 Title to Personal Properties, Absence of Liens and Encumbrances, Etc.

5.6 Leases

5.7 Material Contracts

5.8 Compliance with Applicable Laws

5.9 Litigation

5.10 Customers and Suppliers

5.11 Financial Statements

5.12 All Necessary Assets, Properties and Rights

5.13 Employee Benefit Plans and Employment Matters

5.14 Environmental Matters

5.15 Adverse Changes

5.16 Business Conducted in Ordinary Course

5.17 Insurance

5.18 Intellectual Property

5.19 Tax Residency

5.20 Other Liabilities

5.21 GST Registration

5.22 Hold Separate Manager

ARTICLE VI REPRESENTATIONS AND WARRANTIES BY SECURE

6.1 Organization and Standing of Secure

6.2 Authorization

6.3 Effect of Agreement, Etc.

6.4 Access to Books and Records

6.5 GST Registration

6.6 Investment Canada Act

6.7 Foreign Ownership of Land Regulations

ARTICLE VII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SECURE

7.1 Conditions Precedent to the Obligations of Secure

ARTICLE VIII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SELLERS AND CLEAN HARBORS

8.1 Conditions Precedent to the Obligations of the Sellers and Clean Harbors

8.2 Authorizations, Approvals, Assignments, Discharges not Obtained at Closing

ARTICLE IX EMPLOYMENT MATTERS

9.1 Employment Matters

ARTICLE X COVENANTS OF THE PARTIES AFTER CLOSING

10.1 Books and Records, Access

10.2 Mail, Payments

10.3 Covenants Not to Compete, Non-Solicitation

Secure Waste Infrastructure Corp. M&A Activity 2010