Earth Care Selling Divisions

EarthCare Co. signed a letter of intent to sell its Solid Waste division for $42 million to a private company, General Waste Corp. The company is owned by Donald Moorehead, Jr., EarthCare's chairman.

General Waste will also assume approximately $18.1 million in other indebtedness of EarthCare's Earth Resource Management subsidiaries, which conducts its solid waste business.

EarthCare expects to complete the sale of its Solid Waste division during the fourth quarter of 2001, subject to normal terms and conditions, including negotiation of a definitive agreement and completion of financing by General Waste Corporation.

EarthCare also announced that it plans to sign a definitive acquisition agreement later this month with U.S. Filter Recovery Services, Inc. for the sale of its EarthLiquids division.

On August 6, 2001, EarthCare signed a non-binding letter of intent with U.S. Filter Recovery Services to sell its EarthLiquids division for cash consideration of $35 million. EarthCare estimates that there will be a $1.1 million working capital adjustment, as of October 1, 2001, which will result in a decrease of the purchase price.

EarthCare also announced that it is in the process of negotiating an agreement to sell its EarthAmerica southern U.S. service centers in Dallas and Houston, Austell, Ga., and Orlando for $4 million. The company expects to close this transaction during the fourth quarter of 2001.