EXHIBIT B

ACCEPTANCE

City Auditor

City of Portland, City Hall

1220 SW Fifth Avenue

Portland OR 97204

This is to advise the City of Portland, Oregon (the “City”) that «Company», (“Grantee”), hereby accepts the terms and provisions of Ordinance No.________, passed by the City Council on __________, (the “Franchise”), issuing to Grantee a franchise to provide solid waste, recycling and yard debris services within specified areas of the City. In consideration for the benefits to be received thereunder, Grantee unqualifiedly agrees to abide by each and every term, condition and restriction of the Franchise.

GRANTEE:  _______________________________________________

BY:    ________________________________________________

TITLE:  ________________________________________________

DATE:    ________________________________________________

State of _________________________________)

) ss.

County of _______________________________)

 This Agreement was acknowledged before me on the _____ day of ________2002, by _____________________________________ as __________________________, as a

duly authorized representative or officer of Grantee.

         _____________________________________________

         Notary Public for _______________________________

         My Commission Expires:

APPROVED AS TO FORM:

___________________________________

Office of the City Attorney

City of Portland, Oregon