GENERAL

Med/Waste, Inc. (the "Company") is a holding company which, through its subsidiaries, is engaged in two businesses: medical waste management and commercial cleaning services. The medical waste management operations are conducted through Safety Disposal System, Inc. ("SDS") and Safety Disposal System of South Carolina, Inc. ("SDSSC"). The commercial cleaning services operations are conducted through The Kover Group, Inc. ("Kover").

The Company was incorporated in November 1991 under the laws of the State of Delaware. In March 1992, the Company purchased 100% of the capital stock of SDS. In June 1994, the Company acquired 100% of the capital...