IESI CORP
AMENDED AND RESTATED SUBORDINATE REGISTRATION
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>10
<FILENAME>i49644_x104.txt
<DESCRIPTION>AMENDED AND RESTATED SUBORDINATE REGISTRATION
<TEXT>










                              AMENDED AND RESTATED
                    SUBORDINATE REGISTRATION RIGHTS AGREEMENT

                          Dated as of October 10, 2003

                                 by and between

                                IESI CORPORATION,

                                       and

                                THE STOCKHOLDERS


<PAGE>



                                TABLE OF CONTENTS

                                                                            PAGE

1.       Definitions...........................................................2

2.       Requested Registrations...............................................4

3.       Piggyback Registration Rights.........................................6

         (a)      Piggyback Registration Rights................................6

         (b)      Priority on Registrations....................................6

         (c)      Other Registrations..........................................6

4.       Restrictions on Public Sale by Purchaser..............................7

5.       Registration Procedures...............................................7

6.       Registration Expenses.................................................9

7.       Indemnification; Contribution........................................10

         (a)      Indemnification by the Company..............................10

         (b)      Indemnification by the Selling Stockholders.................10

         (c)      Conduct of Indemnification Proceedings......................10

         (d)      Contribution................................................11

8.       Rule 144 Sales.......................................................11

9.       Miscellaneous........................................................12

         (a)      Listing Application.........................................12

         (b)      Damages.....................................................12

         (c)      Amendments and Waivers......................................12

         (d)      Notices.....................................................12

         (e)      Successors and Assigns......................................12

         (f)      Counterparts................................................12

         (g)      Headings....................................................12

         (h)      Governing Law...............................................12

         (i)      Severability................................................12

         (j)      Entire Agreement............................................13

         (k)      Attorneys' Fees.............................................13

         (l)      No Inconsistent Agreements..................................13

         (m)      Enforcement.................................................13

         (n)      Government Approvals........................................13

         (o)      Certain Additional Matters..................................13

                                      -i-


<PAGE>

                              AMENDED AND RESTATED
                    SUBORDINATE REGISTRATION RIGHTS AGREEMENT

         This AMENDED AND RESTATED  SUBORDINATE  REGISTRATION  RIGHTS  AGREEMENT
(the "Agreement"),  dated as of October 10, 2003 (the "Effective Date"), is made
and entered  into by and among IESI  Corporation,  a Delaware  corporation  (the
"Company"),  and the  stockholders  named on the signature  pages hereto and any
party executing a Joinder Agreement hereto (collectively, the "Stockholders").

                                   WITNESSETH:

         WHEREAS,   certain   stockholders   of  the  Company   entered  into  a
Registration  Rights  Agreement,  dated  as  of  May  22,  1998  (the  "Original
Agreement"),  which was made in connection  with the second Amended and Restated
Stockholders'  Agreement  dated as of even date  therewith  by and  between  the
Company and the stockholders of the Company, and the Stock Purchase Agreement of
even date therewith between the Company and the purchasers named therein;

         WHEREAS,  certain  stockholders  of the Company entered into an Amended
and Restated  Registration Rights Agreement,  dated as of December 15, 1998 (the
"Amended  Agreement"),  which was made in connection  with the third Amended and
Restated Stockholders'  Agreement dated as of even date therewith by and between
the Company,  the stockholders of the Company and a certain warrant holder,  and
the Stock Purchase  Agreement of even date therewith between the Company and the
purchasers named therein;

         WHEREAS,  certain  stockholders  of the Company entered into an Amended
and  Restated  Registration  Rights  Agreement,  dated as of June 30,  1999 (the
"Second  Amended  Agreement"),  which  was made in  connection  with the  fourth
Amended and Restated Stockholders'  Agreement dated as of even date therewith by
and between the Company,  the  stockholders of the Company and a certain warrant
holder,  and the Stock  Purchase  Agreement of even date  therewith  between the
Company and the purchasers named therein;

         WHEREAS,  certain  stockholders of the Company  executed an Amended and
Restated  Registration  Rights  Agreement,  dated as of September  10, 2001 (the
"Third Amended Agreement"),  which was made in connection with the fifth Amended
and  Restated  Stockholders'  Agreement  dated as of even date  therewith by and
between the  Company,  the  stockholders  of the  Company and a certain  warrant
holder,  and the Stock  Purchase  Agreement of even date  therewith  between the
Company and the purchasers named therein;

         WHEREAS,  because the signatures of all necessary  parties to the Third
Amended Agreement were not obtained,  certain parties entered into a Subordinate
Registration Rights Agreement,  dated as of September 10, 2001 (the "Subordinate
Agreement");

         WHEREAS,  the Company is entering into a Stock Purchase  Agreement,  of
even date  herewith  (the "Fifth  Purchase  Agreement"),  with  certain  parties
hereto,  pursuant to which on the Closing Date (as defined in the Fifth Purchase
Agreement),  the Company shall issue and deliver  shares of Series E Convertible
Preferred Stock to each purchaser  thereof on the terms and conditions  provided
in the Fifth Purchase Agreement;

         WHEREAS, the Company will use its best efforts to obtain the signatures
of all parties to the New Registration Rights Agreement (as defined below) which
would amend and restate  the  Original


<PAGE>

Agreement,  the Amended Agreement, the Second Amended Agreement, the Subordinate
Agreement and this Agreement; and

         WHEREAS,   until  such  New  Registration   Rights  Agreement   becomes
effective,  the Stockholders and the Company desire to enter into this Agreement
on the terms and conditions set forth below;

         NOW  THEREFORE,  in  consideration  of the mutual  agreements set forth
herein,  and intending to be legally bound hereby,  the parties  hereto agree as
follows:

1.       Definitions.
         -----------

         Except as set forth below,  or as otherwise  defined in this Agreement,
all capitalized terms shall have the meanings ascribed to them below:

         "Act"  means  the  Securities  Act of 1933,  as  amended,  or any other
federal statute in effect from time to time  corresponding  to such Act, and the
rules and regulations promulgated thereunder, all as the same shall be in effect
at the time.

         "Advice" is defined in the last paragraph of Section 5.

         "Agreement" is defined in the preamble.

         "Amended Agreement" is defined in the second recital.

         "Class B Stock"  means the Class B Nonvoting  Common  Stock,  par value
$.01 per share, of the Company.

         "Commission" means the Securities and Exchange  Commission or any other
federal agency at the time administering the Act.

         "Common Stock" means the shares of the Class A Voting Common Stock, par
value $.01 per share, of the Company.

         "Company" is defined in the preamble.

         "Effective Date" is defined in the preamble.

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
or any similar federal statute in effect from time to time corresponding to such
Exchange Act, and the rules and regulations promulgated  thereunder,  all as the
same shall be in effect at the time.

         "Fifth Purchase Agreement" is defined in the sixth recital.

         "HSR" is defined in Section 9(n).

         "Initiating  Holder" means any Stockholder,  group of Stockholders,  or
their assignees that in the aggregate own  beneficially at least fifteen percent
(15%) of the Registrable Common Stock.

         "New Registration Rights Agreement" is defined in Section 9(o).

         "Notices" is defined in Section 3(a).


                                      -2-
<PAGE>

         "Original Agreement" is defined in the first recital.

         "Person" means an individual, a partnership,  a corporation,  a limited
liability  company,  an  association,  a joint stock  company,  a trust, a joint
venture,  an  unincorporated  organization  and a  governmental  entity  or  any
department, agency or political subdivision thereof.

         "Preferred Stock" shall mean the Series A Preferred Stock, the Series B
Preferred  Stock, the Series C Preferred Stock, the Series D Preferred Stock and
the Series E Preferred Stock.

         "Register"  means  to  register  under  the  Act and  applicable  state
securities laws for the purpose of effecting a public sale of securities.

         "Registrable  Common Stock" means the Common Stock  presently  owned by
each  Stockholder,  and any  additional  shares of Common Stock  acquired by any
Stockholder  after the Effective Date,  including Common Stock received upon any
conversion of shares of Preferred Stock into shares of Common Stock,  any shares
of Common Stock received upon exercise of any warrants to purchase Common Stock,
any Common  Stock  issued in  respect  of shares of Common  Stock upon any stock
split, stock dividend,  recapitalization  or other similar events and any shares
of Class B Stock of the Company held by a Stockholder, provided, that the holder
of the Class B Stock requesting registration shall agree to convert such Class B
Stock   requested  to  be  registered   into  Common  Stock   immediately   upon
effectiveness of the requested  registration  statement;  and provided  further,
that  Common  Stock or Class B Stock  held by a  Stockholder  shall  cease to be
Registrable  Common  Stock,  when (i) such Common Stock or Class B Stock is sold
pursuant to a registration statement filed under the Act or pursuant to Rule 144
under the Act, or (ii) the Company  delivers to such  Stockholder  an opinion of
counsel  satisfactory to such Stockholder,  to the effect that such Common Stock
may be publicly offered without  registration under the Act without  restriction
under Rule 144 or otherwise.  For purposes of this Agreement,  a Person shall be
deemed to be a holder of  Registrable  Common Stock whenever such Person has the
right to acquire Registrable Common Stock (upon conversion or exercise), whether
or not such acquisition has actually been effected.

         "Registration Expenses" is defined in Section 6.

         "Registration Right Effective Date" means the first date after the date
of closing of the first  public  offering of Common  Stock  Registered  with the
Commission under the Act that  Stockholders or the Company can sell Common Stock
without  violating or requesting a waiver of any agreements  entered into by the
Company  and/or any  Stockholder  and the  underwriter(s)  for such first public
offering of Common Stock.

         "Second Amended Agreement" is defined in the third recital.

         "Selling  Expenses"  means  all  underwriting   discounts  and  selling
commissions applicable to the sale of the Registrable Common Stock.

         "Selling  Stockholder" means a Stockholder  requesting  registration of
Common Stock under this Agreement.

         "Series  A  Preferred   Stock"  shall  mean  shares  of  the  Series  A
convertible preferred stock of the Company, par value $1.00 per share.

         "Series  B  Preferred   Stock"  shall  mean  shares  of  the  Series  B
convertible preferred stock of the Company, par value $1.00 per share.


                                      -3-
<PAGE>

         "Series  C  Preferred   Stock"  shall  mean  shares  of  the  Series  C
convertible preferred stock of the Company, par value $1.00 per share.

         "Series  D  Preferred   Stock"  shall  mean  shares  of  the  Series  D
convertible preferred stock of the Company, par value $1.00 per share.

         "Series  E  Preferred   Stock"  shall  mean  shares  of  the  Series  E
convertible preferred stock of the Company, par value $1.00 per share.

         "Subordinate Agreement" is defined in the fifth recital.

         "Stockholders" is defined in the preamble.

         "Third Amended Agreement" is defined in the Fourth recital.

2.       Requested Registrations.
         -----------------------

         (a) If on any three  occasions  on or after the  earlier of the date of
the Company's  initial  public  offering or December 31, 2004, the Company shall
receive from one or more  Initiating  Holders a written request that the Company
effect the  registration  of  Registrable  Common  Stock  representing  at least
fifteen  percent  (15%) of the  Registrable  Common  Stock then  outstanding  or
issuable (or any lesser percentage if the reasonably anticipated aggregate price
to  the  public  of  the  Registrable  Common  Stock  to  be  included  in  such
registration  would exceed $25 million),  in connection  with a firm  commitment
underwriting managed by a nationally recognized underwriter, the Company will:

                  (i) promptly give written notice of the proposed  registration
to all other Stockholders; and

                  (ii) as soon as practicable,  use all commercially  reasonable
efforts to effect such  registration  as may be so requested and as would permit
or  facilitate  the sale and  distribution  of such portion of such  Registrable
Common Stock as are specified in such request, together with such portion of the
Registrable  Common Stock of any  Stockholder  or  Stockholders  joining in such
request as are  specified in a written  request  given within  thirty days after
receipt of such written notice from the Company. If the underwriter managing the
offering  advises  the  Stockholders  who  have  requested  inclusion  of  their
Registrable  Common Stock in such  registration  that  marketing  considerations
require a limitation on the number of shares offered,  such limitation  shall be
imposed pro rata among such Stockholders who requested  inclusion of Registrable
Common Stock in such registration  according to the number of Registrable Common
Stock  owned by each of such  Stockholders.  Neither  the  Company nor any other
Person (excluding  Stockholders)  may include shares in a registration  effected
under this Section 2 without the consent of the Stockholders  holding a majority
of the  shares  of  Registrable  Common  Stock  sought  to be  included  in such
registration  if the  inclusion  of shares by the  Company or the other  Persons
would, in the judgment of the managing  underwriter,  limit the number of shares
of Registrable  Common Stock sought to be included by the Stockholders or reduce
the offering  price thereof.  No  registration  initiated by Initiating  Holders
hereunder  shall count as a  registration  under this  Section 2: (1) unless and
until it shall have been declared effective,  and (2) if such Initiating Holders
fail to Register and sell at least 67% of the Registrable Common Stock requested
to be included in such registration by such Initiating  Holders in their initial
registration request relating to such registration.


                                      -4-
<PAGE>

         (b)  Notwithstanding the provisions of subparagraph (a) of this Section
2,  the  Company  shall  not be  obligated  to take any  action  to  effect  any
registration pursuant thereto:

                  (i)  Within  the  120-day  period  immediately  following  the
effective  date  of  the   registration   statement   pertaining  to  the  first
underwritten  public  offering of  securities of the Company for its own account
(other than a registration relating solely to a transaction under Rule 145 under
the Act or a registration relating solely to employee benefit plans);

                  (ii)  After  the  Company  has  effected  three  registrations
pursuant to this Section 2, and such registrations have been declared or ordered
effective  and have not been  withdrawn  or  suspended  during the first 90 days
after such registrations have been declared or ordered effective; or

                  (iii) If at the time of the request,  the  Initiating  Holders
could sell all of the Registrable  Common Stock requested to be Registered under
Rule 144 without restrictions.

         (c) The  holders of a  majority  of the Common  Stock  included  in any
registration  requesting  registration under this Section 2 shall have the right
to select the  investment  banker(s) and  manager(s) to administer the offering,
subject to the Company's  approval,  which shall not be  unreasonably  withheld,
provided that, unless the Company otherwise consents, the lead investment banker
shall be from one of the ten firms, which in the immediately  preceding calendar
year managed the ten highest volumes of equity security offerings or a firm that
has previously managed or administered (alone or with others) an equity security
offering for the Company.

         (d) Except for the rights to request the Company to Register any equity
securities of the Company  granted to certain  stockholders of the Company under
the Second  Amended  Agreement,  the Company  shall not grant to any Persons any
rights to request the Company to Register any equity  securities of the Company,
or any securities  convertible  or  exchangeable  into or  exercisable  for such
securities,  unless such rights are  expressly  designated  as  subordinate  and
junior to  (including,  without  limitation,  rights with respect to underwriter
cutbacks or similar limitations) those granted hereunder.

         (e)  In  the  event  any  holder  of   Registrable   Common   Stock  is
participating in an underwritten  offering  pursuant to a registration  effected
under  Section  2 or 3  hereof,  such  holder  shall be party to the  applicable
underwriting agreement and shall provide customary  representations,  warranties
and other  agreements,  and shall be  responsible  for its pro rata share of any
underwriting fees, commissions or discounts payable to the underwriters.

         (f) If the  Company  (i)  shall  furnish  to the  Initiating  Holders a
certificate,  signed by the President of the Company,  stating that the Board of
Directors  has in good  faith  adopted  a  resolution  stating  that it would be
inimical to the best  interests  of the  stockholders  for a public  offering to
proceed, (ii) desires to postpone filing a registration statement in order to be
able to include in such filing audited year-end financing statements prepared in
the ordinary course of preparing its annual report to stockholders (including on
Form  10-K  or such  other  applicable  form),  or  (iii)  gives  notice  to the
Initiating  Holders,  within  thirty (30) days of the receipt of a request given
pursuant to Section 2(a),  that it is engaged or has fixed plans to engage in an
initial firmly  underwritten  registered public offering within thirty (30) days
of the notice date, then the Company may delay a requested  registration for not
more than 90 days,  provided that such delay may be invoked on not more than two
occasions and on not more than one occasion within any twelve-month period.


                                      -5-
<PAGE>

3.       Piggyback Registration Rights
         -----------------------------

         (a)  Piggyback   Registration   Rights.   If  at  any  time  after  the
Registration  Right  Effective Date the Company  proposes to Register any of the
Common  Stock under the Act for sale,  either for its own account or the account
of a Stockholder,  for cash (other than a  registration  on Form S-4, S-8 or any
similar form), it will serve written notice of such proposed registration to the
Stockholders at least 30 days before the anticipated  filing date,  which notice
shall include the number of shares of Common Stock the Company or other security
holder  proposes to Register and, if known,  the proposed  underwriter.  Written
notices served by the Company pursuant to the preceding sentence of this Section
3(a) shall be referred to hereinafter as "Notices."  Subject to the restrictions
and in accordance with the procedures set forth below,  the Company will use its
best  efforts to  include  in any  registration  to which a Notice  relates  all
Registrable  Common Stock with respect to which the Company has received written
requests for inclusion  therein  within 20 days after the receipt of the Notice.
Nothing  set forth in this  Section 3 shall  obligate  the  Company  to file any
registration statement unless the Board of Directors approves such filing.

         (b) Priority on Registrations.

                  (i)  Notwithstanding the provisions of Section 3(a) hereof, in
the case of an underwritten  offering,  the managing underwriter or underwriters
of the  registration  may limit the number of shares of Common Stock included in
the underwritten  offering if, in its or their opinion,  the number of shares of
Common Stock  requested  to be sold in such  underwritten  offering  exceeds the
number that can be sold  without  materially  adversely  affecting  the price at
which such securities could be sold. In the event the number is to be so limited
in the  underwritten  offering,  a  sufficient  number of shares of Common Stock
shall be  eliminated  to reduce the total amount of shares of Common Stock to be
included  in  such  underwritten  offering  to the  amount  recommended  by such
underwriter.  In reducing the amount of shares of Common Stock to be included in
such  underwritten  offering,  the  Company  will  include in such  underwritten
offering (A) first, all shares of Common Stock the Company proposes to sell, (B)
second,  all  Registrable  Common Stock  beneficially  owned by any  Stockholder
requested to be included in the underwritten offering and shares of Common Stock
requested to be included by other holders of Common Stock,  who are stockholders
on the date  hereof and who have  registration  rights in respect  thereof  pari
passu with the registration rights granted hereby, reduced pro rata according to
the  number  of  shares  of  Common  Stock   beneficially  owned  by  each  such
stockholder;  and (C)  third,  other  shares of  Common  Stock  requested  to be
included in such registration.

                  (ii) The  Company  shall use its best  efforts  to enable  the
Registrable  Common Stock of the  Stockholders,  if inclusion in an underwritten
offering is properly  requested,  to be included in such underwritten  offering;
provided,  however,  that the  Company  will not be  required to pay any Selling
Expenses  with respect to the sale of such  Registrable  Common  Stock.  If such
Selling   Stockholder's   Registrable  Common  Stock  is  not  included  in  the
underwritten  offering,  the Company shall  nonetheless  use its best efforts to
enable  such  Selling  Stockholder's  Registrable  Common  Stock  to be  sold in
accordance with the intended  methods of distribution  without  inclusion in the
underwriting, subject to the provision contained in the preceding sentence.

         (c)  Other  Registrations.  If  the  Company  has  previously  filed  a
registration  statement  with respect to  Registrable  Common Stock  pursuant to
Section  2,  and if  such  previous  registration  has  not  been  withdrawn  or
abandoned,  the Company  shall not  announce,  file or cause to be effected  any
other registration of any of its equity securities or securities  convertible or
exchangeable  into or exercisable for its equity securities under the Securities
Act (except on Form S-8 or any successor form),  whether on its own behalf or at
the  request of any holder or holders of such  securities,  until a period of at
least 90 days has elapsed from the effective date of such previous registration.


                                      -6-
<PAGE>

4.       Restrictions on Public Sale by Purchaser.
         ----------------------------------------

         To the  extent  not  inconsistent  with  applicable  law,  the  Selling
Stockholders agree not to effect any public sale or distribution of Common Stock
(including  Registrable  Common Stock not included in an  underwritten  offering
pursuant to Section  3(b)(ii) above) or a similar security of the Company or any
securities  convertible into or exchangeable or exercisable for such securities,
during the seven days prior to, and during the 90-day  period  beginning on, the
effective  date  of  such  registration   statement  (except  as  part  of  such
registration),  if and to the extent requested in writing (with reasonable prior
notice), by (i) the Company in the case of a non-underwritten public offering by
the Company,  (ii) or the managing underwriter or underwriters in the case of an
underwritten public offering. The Company may impose stop-transfer  instructions
with respect to its Common Stock subject to the  restrictions  in this Section 4
until the end of such 90-day period.

5.       Registration Procedures.
         -----------------------

         Whenever any Registrable  Common Stock is to be Registered  pursuant to
Sections  2 or 3 hereof,  the  Company  will use its best  efforts to effect the
registration  and the sale of such  Registrable  Common Stock in accordance with
the intended  method of  disposition of the Selling  Stockholders  as quickly as
practicable,  and in  connection  with any such  request,  the  Company  will as
expeditiously as possible:

         (a) prepare and file with the Commission a registration statement which
includes  the  Registrable  Common  Stock and use its best efforts to cause such
registration  statement  to become  effective  (provided  that  before  filing a
registration  statement or prospectus or any amendments or supplements  thereto,
the Company shall  furnish to the counsel  selected by the holders of a majority
of the Registrable Common Stock covered by such registration statement copies of
all such documents proposed to be filed, which documents shall be subject to the
review and comments of such counsel);

         (b)  prepare  and  file  with  the  Commission   such   amendments  and
post-effective  amendments to the registration  statement and prospectus used in
connection  therewith  as may be necessary  to keep the  registration  statement
effective  for a period  of not less  than 120 days (or such  shorter  period as
shall  be  necessary  to  permit  the  Selling   Stockholders  to  complete  the
distribution  of  the  Registrable  Common  Stock  to  which  such  registration
statement relates in accordance with their intended methods of distribution) and
to  comply  with  the  provisions  of the  Act  and the  rules  and  regulations
thereunder  with  respect to the  disposition  of all  Registrable  Common Stock
covered by the  registration  statement  for the period  required  to effect the
distribution thereof, but in no event shall the Company be required to do so for
a period of more than 120 days following the effective date of such registration
statement;

         (c)  furnish  to  the  Selling  Stockholders  and  the  underwriter  or
underwriters,   if  any,  and  to  counsel  to  the  Selling   Stockholders  and
underwriters,   without  charge,   such  number  of  conformed   copies  of  the
registration  statement and any post-effective  amendment thereto, upon request,
and  such  number  of  copies  of the  prospectus  (including  each  preliminary
prospectus)  and any  amendments  or  supplements  thereto,  and  any  documents
incorporated  by  reference  therein,  as  the  Selling   Stockholders  or  such
underwriter(s)  may reasonably request in order to facilitate the disposition of
the Registrable  Common Stock being sold by the Selling  Stockholders  (it being
understood  that  the  Company  consents  to the use of the  prospectus  and any
amendment or supplement thereto by the Selling  Stockholders and the underwriter
or  underwriters,  if any,  in  connection  with  the  offering  and sale of the
Registrable  Common  Stock  covered  by  the  prospectus  or  any  amendment  or
supplement thereto);

         (d) notify the Selling  Stockholders and the  underwriters,  if any, at
any time when a prospectus  relating  thereto is required to be delivered  under
the Act,  when the  Company  becomes  aware of the  happening  of any event as a
result of which any prospectus included in such registration  statement



                                      -7-
<PAGE>

(as then in effect) contains any untrue statement of a material fact or omits to
state a material fact necessary to make the statements  therein, in light of the
circumstances  under which they were made,  not  misleading  and, as promptly as
possible  thereafter,  prepare  and  file  with the  Commission  and  furnish  a
supplement or amendment to such  prospectus so that, as thereafter  delivered to
the Selling  Stockholders of such Registrable Common Stock, such prospectus will
not contain any untrue  statement of a material fact or omit to state a material
fact necessary to make the  statements  therein,  in light of the  circumstances
under which they were made, not misleading.

         (e) on or  prior to the date on which  the  registration  statement  is
declared effective,  use its best efforts to Register or qualify the Registrable
Common Stock covered by the registration  statement for offer and sale under the
securities or blue sky laws of each state and other  jurisdiction  of the United
States as the Selling  Stockholders or underwriter  requests in writing,  and to
cooperate with the Selling  Stockholders,  the underwriter or  underwriters,  if
any, and their counsel, in connection therewith; to use its best efforts to keep
each  such  registration  or  qualification  effective,  including  through  new
filings,  or  amendments  or  renewals,  during  the  period  such  registration
statement is required to be kept  effective  and to do any and all other acts or
things   necessary  or  advisable  to  enable  the   disposition   in  all  such
jurisdictions  of  the  Registrable  Common  Stock  covered  by  the  applicable
registration  statement;  provided  that the  Company  will not be  required  to
qualify  generally  to do business in any  jurisdiction  where it is not then so
qualified  or to take any action  which would  subject it to general  service of
process in suits other than those arising out of such  registration  in any such
jurisdiction where it is not then so subject;

         (f)  cooperate   with  the  Selling   Stockholders   and  the  managing
underwriter or  underwriters,  if any, to facilitate the timely  preparation and
delivery of certificates (not bearing any restrictive legends)  representing the
Common Stock to be sold under the registration statement, and enable such Common
Stock to be in such  denominations  and Registered in such names as the managing
underwriter or underwriters, if any, or the Selling Stockholders may request;

         (g) enter into such  customary  agreements  (including an  underwriting
agreement in customary form which, if requested by an underwriter,  will contain
customary contribution  provisions on the part of the Company) and take all such
other  actions  (including,  without  limitation,  delivery of  customary  legal
opinions and  officers'  certificates)  as the Selling  Stockholders  reasonably
request in order to expedite or facilitate the  disposition of such  Registrable
Common Stock;

         (h) make  available  for  inspection  and  copying  by any  underwriter
participating in any disposition  pursuant to such registration  statement,  and
any attorney,  accountant or other agent retained by any such  underwriter,  all
financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company's officers, directors,  employees and independent
accountants to supply all information  reasonably  requested by any such seller,
underwriter,  attorney, accountant or agent in connection with such registration
statement,  as shall be  reasonably  necessary  to enable it to exercise its due
diligence responsibility;

         (i) use its best  efforts to obtain a "cold  comfort"  letter  from the
Company's  independent  public  accountants  in customary form and covering such
matters of the type customarily covered by "cold comfort" letters as the Selling
Stockholders or the underwriter reasonably request;

         (j) otherwise use its best efforts to comply with all applicable  rules
and regulations of the Commission,  and make generally available to its security
holders, as soon as reasonably  practicable,  an earnings statement covering the
period of at least twelve months  beginning  with the first day of the Company's
first  full  calendar  quarter  after  the  effective  date of the  registration
statement,  which  earnings  statement  shall satisfy the  provisions of Section
11(a) of the Securities Act and Rule 158 thereunder;



                                      -8-
<PAGE>

         (k) permit any holder of Registrable  Common Stock which holder, in its
sole  and  exclusive  judgment,  might  be  deemed  to  be an  underwriter  or a
controlling  Person of the Company,  to participate  in the  preparation of such
registration or comparable statement; and

         (l) in the  event of the  issuance  of any stop  order  suspending  the
effectiveness  of a  registration  statement,  or of  any  order  suspending  or
preventing the use of any related  prospectus or suspending the qualification of
any  Common  Stock  included  in such  registration  statement  for  sale in any
jurisdiction, the Company shall use its best efforts to obtain the withdrawal of
such order.

         The Selling  Stockholders,  upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 5(d) hereof, will
immediately  discontinue  disposition of the Registrable  Common Stock until the
Selling  Stockholders'  receipt  of the  copies of the  supplemented  or amended
prospectus  contemplated  by  Section  5(d)  and  copies  of any  additional  or
supplemental  filings which are incorporated by reference in the prospectus,  or
until the Selling  Stockholders  are advised in writing  (the  "Advice")  by the
Company that the use of the  prospectus  may be resumed,  and, if so directed by
the  Company,  the Selling  Stockholders  will,  or will  request  the  managing
underwriter or  underwriters if any to, deliver to the Company (at the Company's
expense)  all  copies,  other than  permanent  file  copies  then in the Selling
Stockholders'  possession,  of the prospectus  covering such Registrable  Common
Stock  current at the time of receipt of such  notice.  In the event the Company
shall give any such notice,  the time periods mentioned in Section 5(b) shall be
extended by the number of days during the period from and  including the date of
the  giving  of  such  notice  to  and  including  the  date  when  the  Selling
Stockholders  shall have received (x) the copies of the  supplemented or amended
prospectus  contemplated  by  Section  5(d)  and  copies  of any  additional  or
supplemental  filings which are incorporated by reference in the prospectus,  or
(y) the Advice.

6.       Registration Expenses.
         ---------------------

         (a) The  Company  will  bear all  expenses  incident  to the  Company's
performance of or compliance with this Agreement, including, without limitation,
all  Commission and  securities  exchange or National  Association of Securities
Dealers, Inc. registration and filing fees, fees and expenses of compliance with
securities or blue sky laws  (including  reasonable  fees and  disbursements  of
counsel in connection with  determination of eligibility for investment and blue
sky  qualifications  of  the  Registrable  Common  Stock),   printing  expenses,
messenger  and  delivery  expenses,   internal  expenses   (including,   without
limitation,  all salaries and expenses of its officers and employees  performing
legal or accounting  duties),  fees and disbursements of counsel for the Company
and its independent certified public accountants  (including the expenses of any
special  audit  or  "cold  comfort"  letters  required  by or  incident  to such
performance),  reasonable  fees and  disbursements  of counsel  for the  Selling
Stockholders,  securities  acts  liability  insurance (if the Company  elects to
obtain such insurance),  the reasonable fees and expenses of any special experts
retained by the Company in connection with such registration,  fees and expenses
of other Persons  retained by the Company (all such expenses  being  referred to
herein as "Registration Expenses").

         (b) In  connection  with up to three demand  registrations  pursuant to
Section 2 hereof,  the Company shall reimburse the holders of Registrable Common
Stock  included in such  registration  for the  reasonable  fees (not  exceeding
$15,000 for each  registration)  and  disbursements of one counsel chosen by the
holders  of a  majority  of  the  Registrable  Common  Stock  included  in  such
registration.


                                      -9-
<PAGE>

7.       Indemnification; Contribution.
         -----------------------------

         (a)  Indemnification  by the Company.  The Company agrees to indemnify,
protect and hold  harmless,  to the full extent  permitted  by law,  the Selling
Stockholders,  its officers, directors,  partners, employees and agents, and any
agent or  investment  adviser of any  thereof,  and each Person who controls any
such  Person  (within  the  meaning of the Act),  against  all  losses,  claims,
damages,  liabilities  and  expenses  arising  out of or based on any  untrue or
allegedly  untrue  statement  of material  fact  contained  in any  registration
statement,  prospectus or  preliminary  prospectus  or any amendment  thereof or
supplement  thereto or any  omission  or  alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein  in  light  of  the  circumstances  under  which  they  were  made,  not
misleading,  or any  violation  by the Company of the Act or the Exchange Act or
securities act of any state or any rule or regulation  thereunder  applicable to
the  Company  and  relating  to action or  inaction  required  of the Company in
connection with the registration of Registrable  Common Stock hereunder,  except
to the extent, and only to the extent,  that the same are caused by or contained
in any  information  which any Selling  Stockholder  furnished in writing to the
Company  expressly  for use  therein  or by a Selling  Stockholder's  failure to
deliver to a  purchaser  of  securities  a copy of the  registration  statement,
prospectus or preliminary  prospectus or any  amendments  thereof or supplements
thereto at a time when such Selling  Stockholder is required by the Act to do so
after the Company has  furnished  such  Selling  Stockholder  with a  sufficient
number of copies of the same. In connection with an underwritten  offering,  the
Company will  indemnify,  protect and hold  harmless the  underwriters  thereof,
selling   brokers,   dealer   managers,   and  similar   securities   industries
professionals,  their officers, directors, employees, agents and each Person who
controls  any such Person  (within the meaning of the Act) to the same extent as
provided above with respect to the indemnification of the Selling Stockholders.

         (b) Indemnification by the Selling Stockholders. In connection with any
registration  statement in which a Selling  Stockholder is  participating,  such
Selling  Stockholder  will  furnish to the  Company in  writing  such  customary
information with respect to such Selling  Stockholder as the Company  reasonably
requests for use in connection with any such registration statement,  prospectus
or  preliminary  prospectus or any amendment  thereof or supplement  thereto and
agrees to indemnify, to the extent permitted by law, the Company, its directors,
employees,  agents,  officers,  and each Person who controls the Company (within
the meaning of the Act) against all losses,  claims,  damages,  liabilities  and
expenses  arising out of or based on any untrue or allegedly untrue statement of
a  material  fact  contained  in  any  registration  statement,   prospectus  or
preliminary  prospectus  or any amendment  thereof or supplement  thereto or any
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances  under which they were made, not  misleading,  to the extent,  but
only to the  extent,  that such  untrue  statement  or  omission is caused by or
contained in any information which such Selling Stockholder furnished in writing
to the  Company  expressly  for use  therein  or by such  Selling  Stockholder's
failure to deliver  to a  purchaser  of  securities  a copy of the  registration
statement,  prospectus,  or preliminary  prospectus or any amendments thereof or
supplements  thereto at a time when such Selling  Stockholder is required by the
Act to do so after the Company has  furnished  such Selling  Stockholder  with a
sufficient number of copies of the same. In no event shall the liability of such
Selling Stockholder hereunder be greater in amount than the dollar amount of the
net  proceeds  received  by  such  Selling  Stockholder  upon  the  sale  of the
Registrable Common Stock giving rise to such indemnification obligation.

         (c)  Conduct of  Indemnification  Proceedings.  Any Person  entitled to
indemnification   hereunder   agrees  to  give  prompt  written  notice  to  the
indemnifying party after the receipt by such Person of any written notice of the
commencement of any action, suit,  proceeding or investigation or threat thereof
made in writing for which such Person will claim indemnification or contribution
pursuant  to this  Agreement,  but the  failure  to give such  notice  shall not
relieve the indemnifying party of its obligations hereunder except to the extent
the indemnifying party has been prejudiced as a consequence,  and, unless



                                      -10-
<PAGE>

in the reasonable  judgment of such indemnified party a conflict of interest may
exist between such indemnified party and the indemnifying  party with respect to
such claim,  permit the  indemnifying  party to assume the defense of such claim
with counsel reasonably  satisfactory to such indemnified party.  Whether or not
such defense is assumed by the indemnifying  party, the indemnifying  party will
not be subject to any liability for any settlement made without its consent (but
such consent will not be  unreasonably  withheld or  delayed).  No  indemnifying
party will consent to entry of any judgment or enter into any  settlement  which
does not include as an unconditional  term thereof the giving by the claimant or
plaintiff to such  indemnified  party of a release from all liability in respect
of such claim or litigation.  If the  indemnifying  party is not entitled to, or
elects not to,  assume the defense of a claim,  it will not be  obligated to pay
the fees and  expenses  with  respect to such claim of more than one counsel for
the  indemnified  party with respect to which a claim has been  asserted  (which
fees and  expenses  will be paid as they are  billed to the  indemnified  party)
unless in the  reasonable  judgment  of such  indemnified  party a  conflict  of
interest  may  exist  between  such  indemnified  party  and any  other  of such
indemnified  parties with respect to such claim, in which event the indemnifying
party shall be obligated to pay the fees and expenses of such additional counsel
or counsels as shall be necessary to eliminate such conflicts in connection with
the representation of indemnified parties,  such fees and expenses to be paid as
they are billed to the indemnified party.

         (d)   Contribution.   In  order  to  provide  for  just  and  equitable
contribution in circumstances in which the indemnification  provided for in this
Section 7 is for any reason  held to be  unenforceable  although  applicable  in
accordance  with its terms,  the  Company and the  Selling  Stockholders,  shall
contribute to the losses,  claims,  damages,  liabilities and expenses described
herein,  in such  proportions so that the portion  thereof for which any Selling
Stockholder shall be responsible shall be limited to the portion determined by a
court or the  parties  to any  settlement  to arise out of or to be based on any
untrue  statement  of  material  fact  contained  in a  registration  statement,
prospectus,  or preliminary  prospectus,  or any amendment thereof or supplement
thereto or any omission to state  therein a material  fact required to be stated
therein  or  necessary  to make  the  statements  therein,  in the  light of the
circumstances under which they are made, not misleading,  caused by or contained
in any information  which such Selling  Stockholder  furnished in writing to the
Company  expressly for use therein or by such Selling  Stockholder's  failure to
deliver to a  purchaser  of  securities  a copy of the  registration  statement,
prospectus or preliminary prospectus or any amendments or supplements thereto at
a time when such Selling  Stockholder  is required by the Act to do so after the
Company has  furnished  such Selling  Stockholder  with a  sufficient  number of
copies  of the  same,  and the  Company  shall be  responsible  for the  balance
(subject  to any other  rights the Company  may have  against any other  selling
holder the  securities  of which were included in such  registration  statement,
preliminary prospectus, prospectus, amendment or supplement); provided, that the
liability of such Selling  Stockholder shall in no event exceed the net proceeds
from the  Registrable  Common Stock sold by it  thereunder.  The Company and the
Selling  Stockholder  agree  that it would  not be just and  equitable  if their
respective  obligations  to  contribute  were  to  be  determined  by  pro  rata
allocation, by reference to the proceeds realized by them or in any manner which
does not take  into  account  the  equitable  considerations  set  forth in this
Section 7(d).

8.       Rule 144 Sales.
         --------------

         The Company shall file the reports required to be filed by it under the
Exchange Act and the rules and regulations promulgated thereunder, and will take
such further action as any Stockholder may reasonably request, all to the extent
required from time to time to enable such Stockholder to sell Registrable Common
Stock (subject to Section  2(a)(ii)) without  registration  under the Act within
the  limitation of the  exemptions  provided by Rule 144,  provided that nothing
contained in this Section 8 shall require the Company to file or make  available
any reports or  information  that it is not  otherwise  required to file or make
available under the Exchange Act. Upon the written  request of any  Stockholder,

                                      -11-
<PAGE>

the Company shall deliver to such Stockholder a written  statement as to whether
it has complied with such requirements.

9.       Miscellaneous.
         -------------

         (a) Listing Application. If shares of Common Stock shall be listed on a
national  securities  exchange or NASDAQ,  the Company  shall,  at its  expense,
include in its listing  application  all of the shares of the Common  Stock then
owned by any Stockholder.

         (b)  Damages.  The  Company  recognizes  and agrees  that the holder of
Registrable  Common Stock shall not have an adequate remedy if the Company fails
to comply with the  provisions of this  Agreement,  and that damages will not be
readily  ascertainable,  and the Company  expressly  agrees that in the event of
such failure,  any holder of Registrable  Common Stock shall be entitled to seek
specific performance of the Company's obligations hereunder and that the Company
will not oppose an application seeking such specific performance.

         (c) Amendments and Waivers.  Except as otherwise  provided herein,  the
provisions of this Agreement may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the  provisions  hereof may not be given
unless the Company has  consented  thereto  and the  Company  has  obtained  the
written  consent of the  Stockholders  holding  at least 70% of the  Registrable
Common Stock, provided that, without the consent of any other party, the Company
(i) may amend this Agreement to add as additional stockholder parties hereto any
(A) party to the Second Amended Agreement or the Subordinate  Agreement,  or (B)
person that  purchases  Series E Preferred  Stock  reasonably  acceptable  to TC
Carting III,  L.L.C,  and (ii) shall amend this  Agreement to add as  additional
stockholder  parties hereto any transferees in a Thayer  Permitted  Transfer (as
defined in that certain Second Amended and Restated Stockholders'  Agreement, of
even date  herewith,  between  the  Company  and  certain  holders of its equity
securities).

         (d)  Notices.  All notices  and other  communications  provided  for or
permitted  hereunder  shall be in writing  and shall be deemed to have been duly
given if delivered  personally  or sent by  telecopier,  registered or certified
mail  (return  receipt  requested),  postage  prepaid  to the  parties  at their
respective addresses as reflected in the Company's records. Notices sent by mail
shall be effective five days after mailing;  notices sent by telecopier shall be
effective when receipt is acknowledged; and notices sent by courier guaranteeing
next day  delivery  shall be  effective  on the next  business  day after timely
delivery to the courier.

         (e) Successors and Assigns.  This Agreement  shall inure to the benefit
of and be  binding  upon the  successors  and  assigns  of each of the  parties;
provided,  that, no Person,  other than the Stockholders,  who acquire shares of
Registrable Common Stock in a transaction Registered under the Securities Act or
effected  without  registration  pursuant to Rule 144 under the  Securities  Act
shall have any rights or be entitled to any benefit hereunder in respect of such
Registrable Common Stock.

         (f)  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts
and by the  parties  hereto  in  separate  counterparts,  each of which  when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

         (g) Headings.  The headings in this  Agreement are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

         (h) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.


                                      -12-
<PAGE>

         (i)  Severability.  In the event that any one or more of the provisions
contained  herein,  or the  application  thereof in any  circumstances,  is held
invalid,  illegal or unenforceable in any respect for any reason,  the validity,
legality and  enforceability of any such provision in every other respect and of
the  remaining  provisions  contained  herein  shall not be in any way  impaired
thereby,  it  being  intended  that  all of the  rights  and  privileges  of the
Stockholders shall be enforceable to the fullest extent permitted by law.

         (j) Entire Agreement.  This Agreement  constitutes the entire agreement
among the  parties,  and  supersedes  all prior  agreements  or  understandings,
including,  without  limitation,  the Subordinate  Agreement and any side letter
referred  to  in  Section  9(o)  of  the  Subordinate  Agreement  executed  by a
stockholder  party  hereto,  whether  written or oral,  among the parties,  with
respect to the subject matter hereof.

         (k) Attorneys' Fees. In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof or thereof is validly
asserted  as a  defense,  the  successful  party  shall be  entitled  to recover
reasonable attorneys' fees in addition to any other available remedy.

         (l) No Inconsistent Agreements. Neither the Company nor any Stockholder
will on or after  the date of this  Agreement  enter  into  any  agreement  with
respect to the Common Stock which is inconsistent with the rights granted to the
Stockholders  in this  Agreement  or  otherwise  conflicts  with the  provisions
hereof.

         (m) Enforcement. It is specifically agreed and understood that monetary
damages would not adequately compensate the non-breaching parties for the breach
of  this  Agreement  and  this  Agreement   shall   therefore  be   specifically
enforceable,  and any breach or threatened breach of this Agreement shall be the
proper  subject of a temporary or permanent  injunction  or  restraining  order,
without necessity of bond or other security.

         (n)  Government  Approvals.  Notwithstanding  anything to the  contrary
contained in this  Agreement,  the Company and any holder of Preferred  Stock or
Class B Stock,  as applicable,  shall use their best efforts to make any filings
with any  governmental  body, or obtain any approvals of any  governmental  body
(including those in connection with the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended from time to time (the "HSR Act"))  required prior to or
in connection  with any conversion of any such stock within a reasonable  period
of time. Any conversion  shall be delayed to the extent  necessary to allow such
filings to be made and such approvals to be obtained. In the event that any such
approvals  cannot be  obtained,  the  Company  shall not,  nor shall it have the
obligation  to,  convert any Preferred  Stock or Class B Stock into  Registrable
Common Stock.  The costs and expenses  (including  reasonable  attorneys'  fees)
associated with any filing or approval  required  (including those in connection
with the HSR Act) shall be paid by the Company.

         (o) Certain Additional Matters.  Following the date hereof, the Company
shall use its best efforts to (i) have each of its stockholders  that is a party
to the Second Amended Agreement or Subordinate Agreement that has not heretofore
become a party to this Agreement, execute a joinder agreement hereto in the form
of Exhibit A hereto,  and (ii) obtain the  signatures  of all persons  listed as
signatories to the Second  Amended and Restated  Registration  Rights  Agreement
substantially  in the  form  attached  hereto  as  Exhibit  B hereto  (the  "New
Registration  Rights  Agreement"),  it being understood and agreed that such New
Registration   Rights  Agreement  will  not  become  effective  until  all  such
signatures are obtained.  All rights granted to the stockholder  parties to this
Agreement  shall be, if  applicable,  subordinate  to the rights  granted to the
stockholder parties under the Second Amended Agreement.

         By execution  hereof  (including  by  execution of a joinder  agreement
hereto) the stockholder parties hereto agree to (i) subordinate their rights and
interests  under  Section  2 and  3(b) of the  Second



                                      -13-
<PAGE>

Amended  Agreement in an equitable  manner and to the extent  required such that
each stockholder party hereto have, to the extent possible and without breaching
the Second Amended  Agreement,  the  respective  rights which would have been in
effect if the New Registration  Rights Agreement had become effective,  and (ii)
extend to the other  stockholder  parties hereto,  if applicable,  the rights to
request  registrations under Section 2 of the Second Amended Agreement.  Nothing
in this  Agreement  shall act as waiver of any rights  under the Second  Amended
Agreement as between any party hereto and any stockholder not a party hereto.

         If at any time the Company obtains the signatures of all parties to the
New Registration  Rights  Agreement,  the Company shall cause the Second Amended
Agreement,  and the parties hereto shall cause this Agreement,  to be terminated
and the New  Registration  Rights Agreement shall become effective and supersede
this Agreement and the Second Amended Agreement.

         (p) Third Party  Beneficiaries.  Except as expressly  provided  herein,
nothing  contained  in this  Agreement is intended to confer on any person other
than the parties and their  respective  successors  and permitted  assigns,  any
rights,  remedies,  obligations  or  liabilities  under  or by  reason  of  this
Agreement.

                  [Remainder of page intentionally left blank]



                                      -14-
<PAGE>



         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
Effective Date.




ADDRESSES:                               COMPANY:

2301 Eagle Parkway                       IESI CORPORATION
Suite 200                                a Delaware corporation
Ft. Worth, TX 76177 Attn: President
Tel:  (817) 632-4000                     By:____________________________________
Fax:  (817) 632-4540                     Name:__________________________________
                                         Title:_________________________________
with a copy to

IESI Corporation
2 Commerce Street
Bayonne, New Jersey 07002
Attn:   Secretary
Tel:  (201) 437-5200
Fax:  (201) 437-5300


c/o Jeffrey Keenan                       IESI CAPITAL V LLC,
The United Company                       a Mississippi limited liability company
1005 Glenway Avenue
Bristol, VA 24201
Tel:  (913) 906-9601                     By:____________________________________
Fax:  (913) 906-9716                     Name:__________________________________
                                         Title:_________________________________

c/o Jeffrey Keenan                       IESI CAPITAL VI LLC,
The United Company                       a Mississippi limited liability company
1005 Glenway Avenue
Bristol, VA 24201
Tel:  (913) 906-9601                     By:____________________________________
Fax:  (913) 906-9716                     Name:__________________________________
                                         Title:_________________________________



                                      -15-
<PAGE>





1455 Pennsylvania Avenue, N.W.           TC CARTING III, L.L.C.,
Suite 350                                a Delaware limited liability company
Washington, D.C. 20004
Fax: 202-371-0391                        By: TC Thayer Equity Investors IV, L.P.
                                                its Managing Member


                                         By:____________________________________




                                      -16-
<PAGE>


1455 Pennsylvania Avenue, N.W.           TC CARTING II, L.L.C.,
Suite 350                                a Delaware limited liability company
Washington, D.C. 20004
Fax: 202-371-0391                        By: TC Management Partners IV, L.L.C.,
                                         its Managing Member


                                         By:____________________________________




                                      -17-
<PAGE>





                                         INDOSUEZ CAPITAL PARTNERS 2001, L.P.,


                                         By:  Indosuez CM II, Inc., its managing
                                              general partners

                                         By:
                                         Name:__________________________________
                                         Title:_________________________________


                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________




                                      -18-
<PAGE>





                                         SANDERS OPPORTUNITY FUND, L.P.
                                         a Delaware limited partnership
                                         by: Fund II Mgt. Co., LLC, its General
                                         Partner

                                         By:________________________________
                                            Name: Don A. Sanders
                                            Title: Manager


                                          Address: c/o Sanders Morris Harris
                                                   3100 Chase Tower
                                                   600 Travis Street, Suite 3100
                                                   Houston, Texas 77002
                                          Attention: Don A. Sanders
                                          Fax: (713) 250-4294




                                         SANDERS OPPORTUNITY FUND,
                                         (INSTITUTIONAL), L.P.
                                         a Delaware limited partnership
                                         by: Fund II Mgt. Co., LLC, its General
                                             Partner

                                         By:________________________________
                                            Name: Don A. Sanders
                                            Title: Manager


                                          Address: c/o Sanders Morris Harris
                                                   3100 Chase Tower
                                                   600 Travis Street, Suite 3100
                                                   Houston, Texas 77002
                                          Attention: Don A. Sanders
                                          Fax: (713) 250-4294






                                      -19-
<PAGE>





                                         DON A. SANDERS

                                         By:_______________________________
                                                  Don A. Sanders

                                         Address: c/o Sanders Morris Harris
                                                  3100 Chase Tower
                                                  600 Travis Street, Suite 3100
                                                  Houston, Texas 77002
                                         Attention: Don A. Sanders
                                         Fax: (713) 250-4294




                                      -20-
<PAGE>




                                    EXHIBIT A
                                    ---------

                                JOINDER AGREEMENT


         THIS JOINDER AGREEMENT (this "Agreement") is made this __ day of _____,
by ____________________________  (the "New Party") in favor of IESI CORPORATION,
a Delaware corporation (the "Company") and the other parties to the Registration
Rights Agreement referred to below.


                                   WITNESSETH:

         WHEREAS, the Company and certain of its stockholders (collectively, the
"Stockholders")  are parties to that certain  Amended and  Restated  Subordinate
Registration  Rights  dated as of October  10,  2003 (the  "Registration  Rights
Agreement"); and

         WHEREAS, the undersigned and the Company desire the New Party to become
a party to the Registration Rights Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises,  the  terms  and
provisions set forth herein, the mutual benefits to be gained by the performance
thereof and other good and valuable  consideration,  the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

                  1. The New Party acknowledges and agrees that by execution and
delivery  of this  Agreement,  he  becomes  a party to the  Registration  Rights
Agreement,  subject to the terms, conditions and restrictions set forth therein.
The New Party  hereby  acknowledges  receipt of a true and  correct  copy of the
Registration Rights Agreement.

                  2.  This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the State of Delaware.

                  3.  This  Agreement  and  the  Registration  Rights  Agreement
constitute  the entire  agreement  among the parties with respect to the subject
matter hereof.

                  4. In the event that any provision set forth in this Agreement
is found to be invalid,  illegal or  unenforceable,  the validity,  legality and
enforceability  of the remaining terms and provisions hereof shall not be in any
way affected thereby,  and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.

                  5. This Agreement may be executed in one or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.


                                      A-1
<PAGE>


         IN WITNESS WHEREOF,  the parties have entered into this Agreement as of
the date written above.


         Address:                                    COMPANY:
         -------                                     -------

         2301 Eagle Parkway                          IESI CORPORATION
         Suite 200
         Forth Worth, TX 76177
                                                     By:
                                                     Name:
                                                     Title:


         Address:                                    [NEW PARTY:]
         -------


                                                      By:
                                                      Name:
                                                      Title:




                                      -2-

<PAGE>



                                    EXHIBIT B
                                    ---------

                       [NEW REGISTRATION RIGHTS AGREEMENT]
                       -----------------------------------





                                      B-1

</TEXT>
</DOCUMENT>
