WASTE SERVICES, INC. EXECUTIVE EMPLOYMENT AGREEMENT

(a)

Executive shall serve as Senior Vice President, Controller and Chief Accounting Officer of the Company and shall report to the Chief Financial Officer of the Company. In such capacity, Executive shall have responsibility and authority and shall perform the duties necessary to carry out those responsibilities and exercise that authority, as may be assigned to Executive from time to time by the Chief Financial Officer of the Company.

(c)

Executive agrees to comply at all times during the Employment Term with all applicable policies, rules, codes and regulations of the Company in effect from time to time, including, without limitation, all applicable codes of ethics or conduct and all policies regarding trading in the Company’s common stock.

(a)

BASE SALARY. During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $236,900, or such higher rate as may be determined from time to time by the Board of Directors or a duly authorized committee thereof (such amount, as increased from time to time, the “Base Salary”). Such Base Salary shall be paid on the Company’s regular pay days in accordance with the Company’s standard payroll practice for executive officers, subject only to such payroll and withholding deductions as may be required by law and other deductions applied generally to employees of the Company for insurance and other employee benefit plans. For all purposes under this Agreement, Executive’s Base Salary shall include any amount which is deferred under any nonqualified plan or arrangement of the Company.

(i)

ANNUAL CASH BONUS. In addition to the Base Salary, Executive shall be eligible for an annual cash bonus (either pursuant to a bonus or incentive plan or program of the Company or otherwise) for each fiscal year during the Employment Term. Executive’s target annual cash bonus will be equal to 60% (the “Target Bonus Rate”) of his Base Salary in effect at the beginning of the relevant fiscal year. The amount of the annual cash bonus, which may be higher or lower than the Target Bonus Rate, shall be determined by the Board of Directors or a duly authorized committee thereof based upon applicable corporate and individual performance targets established by the Board of Directors or such committee in its sole discretion (the “Annual Bonus”). For all purposes under this Agreement, Executive’s Annual Bonus shall include any amount which is deferred under any nonqualified plan or arrangement of the Company.

(c)

BENEFIT PLANS. Executive shall be eligible to participate in and receive benefits under all retirement, health and welfare benefit plans, programs and arrangements which are

(d)

VACATION. In addition to normal statutory holidays recognized by the Company, Executive shall be entitled to the greater of (a) four weeks of paid vacation for each fiscal year during the Employment Term and (b) such other amount of paid vacation as may be afforded executive officers under the Company’s policies in effect from time to time (“Vacation Time”).

(f)

FRINGE BENEFITS AND PERQUISITES. Executive shall be eligible to participate in and receive benefits under all fringe benefit plans, practices, policies and programs of the Company to the same extent, and subject to the same terms and conditions, as those arrangements are made available to full-time senior executive officers of the Company.

(b)

TOTAL DISABILITY. The Company may terminate Executive’s employment hereunder, by written notice to Executive delivered in accordance with Sections 5(g) and 16 hereof, upon a determination pursuant to this Section 5(b) that Executive is “Totally Disabled.” For purposes of this Agreement, For the purposes of this provision, “Totally Disabled” shall have the same meaning as it has under the long-term disability policy covering Executive pursuant to paragraph 4(c) herein. Executive’s receipt of disability benefits under the Company’s long-term disability plan shall be deemed conclusive evidence of Total Disability for purposes of this Agreement.

(i)

For purposes of this Agreement, the term “Cause” shall mean any of the following: (A) conviction of a crime (including conviction on a nolo contendre plea) involving the commission by Executive of a felony or of a misdemeanor involving, in the good faith judgment of the Board of Directors, fraud, dishonesty or moral turpitude; (B) Executive’s deliberate and continual refusal to perform the duties and responsibilities assigned to Executive under this Agreement (other than as a result of vacation permitted under this Agreement, sickness, illness or injury); (C) fraud or embezzlement by Executive, determined in accordance with the Company’s normal, internal investigative procedures consistently applied; (D) gross misconduct or gross negligence by Executive in connection with the business of the Company or an Affiliate (as defined herein) unless Executive reasonably believed, in good faith, that his acts or omissions were in or not opposed to the best interests of the Company (without intent of Executive to gain therefrom, directly or indirectly, a profit to which he was not legally entitled); or (E) any material breach by Executive of any of the provisions of Section 8 of this Agreement or of any provisions of the Confidentiality and Proprietary Information Agreement (as defined herein); provided, however, that the occurrence of an act or omission covered by clauses (B), (D) or (E) of this paragraph 5(c)(i) shall not constitute “Cause” if Executive remedies such act or omission within ten (10) business days after delivery by the Company of written notice to Executive in accordance with Section 15 hereof specifying in reasonable detail the facts and circumstances believed by the Company to constitute such “Cause.”

(d)

TERMINATION BY EXECUTIVE FOR GOOD REASON. Executive may terminate his employment hereunder for Good Reason after delivery by Executive of written notice to the Company in accordance with Sections 5(g) and 15 hereof within sixty (60) days after the occurrence of a Good Reason Event (as hereinafter defined). For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events (each a “Good Reason Event”) without Executive’s written consent during the Employment Term:

(v)

The failure by the Company to enter into a written agreement with any entity that purchases all or substantially all of the assets of the Company or any entity into which the Company is merged (each a “Successor”) pursuant to which such

(e)

VOLUNTARY TERMINATION BY EXECUTIVE. Executive may terminate his employment hereunder without Good Reason at any time during the Employment Term after providing thirty (30) days’ written notice to the Company delivered in accordance with Sections 5(g) and 15 hereof.

(g)

NOTICE OF TERMINATION. Any termination of Executive’s employment by the Company for Cause pursuant to Section 5(c), without Cause pursuant to Section 5(f), or as a result of Executive’s Total Disability pursuant to Section 5(b), or by Executive for Good Reason pursuant to Section 5(d), shall be communicated by Notice of Termination to the other party hereto given in accordance with this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) specifies the effective date of termination, if such date is other than the date of receipt of such notice (which effective date shall not be (A) less than ten (10) business days after the giving of such notice in the case of termination by Executive for Good Reason or (B) more than 15 days after the giving of such notice in all other cases). Any voluntary termination of Executive’s employment by Executive pursuant to Section 5(e) shall be communicated by written notice to the Company specifying (i) that Executive wishes to terminate his employment with the Company pursuant to Section 5(e) hereof and (ii) indicating the effective date of termination (which effective date shall not be less than 30 days after the giving of such notice).

(i)

Executive or his beneficiaries or estate shall be entitled to receive, within fourteen (14) days after the effective date of termination, any accrued but unpaid Base Salary for services rendered by Executive to the Company prior to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, and cash compensation (at a rate per day equal to the Base Salary divided by the number of business days in the relevant year) for any accrued Vacation Time that remained unused by the Executive at the time of termination; and

(b)

TERMINATION BY REASON OF DEATH. In the event that Executive’s employment is terminated by reason of Executive’s death, the Company shall pay Executive’s estate the following compensation and benefits in addition to the compensation and benefits provided for in Section 6(a) above:

(A)

Executive’s Base Salary at the rate in effect immediately prior to Executive’s date of death on the Company’s regular pay days for a period of two (2) years from the effective date of termination as if his employment had continued until the end of such two (2)-year period; and

(ii)

Executive’s dependents shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to dependents of full-time senior executives of the Company immediately prior to Executive’s death for a period of two (2) years from the effective date of termination, or until Executive’s dependents become eligible for substantially equivalent employer-provided health insurance benefits from any other person or business entity, whichever occurs first. In the event that participation in any such plan, program or arrangement of the Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Executive’s dependents would have been entitled to receive under such plan, program or arrangement for such period.

(c)

TERMINATION BY REASON OF TOTAL DISABILITY. In the event that Executive’s employment is terminated by reason of Executive’s Total Disability pursuant to Section 5(b) hereof, the Company shall pay Executive the following compensation and benefits in addition to the compensation and benefits provided for in Section 6(a) above:

(A)

his Base Salary at the rate in effect immediately prior to the effective date of termination on the Company’s regular pay days for a period of two (2) years from the effective date of termination as if his employment had continued until the end of such two (2) year period; and

(ii)

Whenever compensation is payable to Executive under Section 6(c)(i) during a period in which he is partially or totally disabled, and such disability would (except for the provisions hereof) entitle Executive to disability income or salary continuation payments from the Company according to the terms of any plan or program presently maintained or hereafter established by the Company, the disability income or salary continuation paid to Executive pursuant to any such