<DESCRIPTION>EMPLOYMENT AGREEMENT - ROBERT BOUCHER
EXHIBIT 10.32
 
                              EMPLOYMENT AGREEMENT
 
         THIS EMPLOYMENT AGREEMENT made and entered into effective as of the
first day of March 2002 (the "EFFECTIVE DATE"), by and between Synagro
Technologies, Inc., a Delaware corporation (hereafter "COMPANY") and Mr. Robert
Boucher (hereafter "EXECUTIVE"), an individual;
 
                                   WITNESSETH:
 
         WHEREAS, Company wishes to secure the services of the Executive subject
to the terms and conditions hereafter set forth;
 
         WHEREAS, the Executive is willing to enter into this Agreement upon the
terms and conditions hereafter set forth;
 
         WHEREAS, the Company values Executive's contribution to Synagro's
business plan;
 
         NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, the parties hereto agree as follows:
 
         1. EMPLOYMENT. During the Employment Period (as defined in Section 4
hereof), the Company shall employ Executive, and Executive shall serve, as
President and Chief Operating Officer of the Company. Executive's principal
place of employment shall be at the Company's principal corporate offices in
Houston, Texas during the Employment Period.
 
         2. COMPENSATION. The Company shall pay or cause to be paid to Executive
during the Employment Period an annual base salary for his services under this
Agreement of not less than $240,000, payable in equal semi-monthly installments
in accordance with the Company's normal payroll procedures. Executive's base
salary shall be subject to annual review and may be increased, depending upon
the performance of the Company and Executive, upon the recommendation of the
Chairman or the Board of Directors of the Company (hereafter "BOARD OF
DIRECTORS"). Executive shall be entitled to participate in the bonus "pool" or
other structure established for the Company's top level of management which
currently provides for a bonus up to fifty-percent of base salary if the goals
set by the Board of Directors are satisfied. Nothing contained herein shall
preclude the payment of a bonus, supplemental or incentive compensation to
Executive provided that the Board of Directors authorizes any such compensation
payment. As additional compensation to Executive for the services previously
rendered by him, the services to be rendered by him pursuant to, and Executive's
other duties and obligations arising under this Agreement, including, without
limitation, his obligations under Sections 12 and 14 hereof, the Company has
granted to Executive options to purchase 1,000,000 shares of common stock of the
Company, par value $.002 per share, at a strike price equal to $2.50.
 
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         3. DUTIES AND RESPONSIBILITIES OF EXECUTIVE. During the Employment
Period, Executive shall devote his services full time to the business of the
Company and perform the duties and responsibilities assigned to him by the Chief
Executive Officer, Ross M. Patten, or the Board of Directors to the best of his
ability and with reasonable diligence. In determining Executive's duties and
responsibilities, Ross M. Patten and the Board of Directors shall act in good
faith and shall not assign duties and responsibilities to Executive that are not
appropriate or customary with respect to the position of Executive hereunder.
This Section 3 shall not be construed as preventing Executive from engaging in
reasonable volunteer services for charitable, educational or civic
organizations, or from investing his assets in such form or manner as will not
require a material amount of his services in the operations of the companies or
businesses in which such investments are made.
 
         4. TERM OF EMPLOYMENT. Executive's term of employment with the Company
under this Agreement shall be for 12 consecutive months beginning on the
Effective Date and continuing thereafter so that the remaining term of
employment hereunder is always 12 months, unless Notice of Termination pursuant
to Section 7 is given by either the Company or Executive to the other party. The
Company and Executive shall each have the right to give Notice of Termination at
will, with or without cause, at any time, subject to the terms of this Agreement
regarding rights and duties of the parties upon termination of employment. This
"evergreen" 12-month employment period hereunder shall be referred to herein as
the "TERM OF EMPLOYMENT." The period from the Effective Date through the date of
Executive's termination of employment for whatever reason shall be referred to
herein as the "EMPLOYMENT PERIOD."
 
         5. BENEFITS. Subject to the terms and conditions of this Agreement,
during the Employment Period, Executive shall be entitled to the following:
 
            (a) REIMBURSEMENT OF EXPENSES. The Company shall pay or reimburse
         Executive for all reasonable travel, entertainment and other reasonable
         expenses paid or incurred by Executive in performing his business
         obligations hereunder. The Company shall also provide Executive with
         suitable office space and secretarial help. Executive shall provide
         substantiating documentation for expense reimbursement requests as
         reasonably required by the Company for its tax and other business
         records.
 
            (b) AUTO ALLOWANCE. Executive shall be entitled to: (i) a car
         allowance of $700.00 per month, or (ii) reimbursement of miles driven
         in accordance with Company policy, whichever is greater.
 
            (c) OTHER BENEFITS. Executive shall be entitled to participate in
         any pension, profit sharing, stock option, deferred compensation, or
         similar plan or program of the Company established by the Company, to
         the extent that he is eligible under the provisions thereof. Executive
         shall also be entitled to participate in any group insurance,
         hospitalization, medical, health and accident, disability or similar
         plan or program established by the Company, to the extent that he is
         eligible under the provisions thereof.
 
 
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            (d) PAID VACATION. Executive shall initially be entitled to three
         (3) weeks of paid vacation during each calendar 12-month period of
         employment with the Company (which shall accrue monthly on a pro rata
         basis). Executive shall thereafter be entitled to the number of days of
         paid vacation each year that is accorded under the Company's vacation
         policy as in effect from time to time or three (3) weeks, whichever is
         greater. Unused vacation days up to a maximum of five (5) days in one
         year shall be carried forward for a period not to exceed 12 months in
         accordance with Company's vacation policy as in effect from time to
         time.
 
         6. RIGHTS AND PAYMENTS UPON TERMINATION. The Executive's right to
compensation and benefits for periods after the date on which his employment
with the Company terminates for whatever reason (the "TERMINATION DATE") shall
be determined in accordance with this Section 6,
 
            (a) MINIMUM PAYMENTS. Executive shall be entitled to the following
         payments, in addition to any payments or benefits to which the
         Executive is entitled under the terms of any employee benefit plan or
         the following provisions of this Section 6:
 
                (1) his unpaid salary for the full month in which his
            Termination Date occurred; provided, however, if Executive is
            terminated for Cause pursuant to Section 6(b) below, he shall only
            be entitled to receive his accrued but unpaid salary through his
            Termination Date; and
 
                (2) his accrued but unpaid vacation pay for the period ending on
            his Termination Date in accordance with the Company's vacation pay
            policy as in effect at such time.
 
            (b) SEVERANCE PAYMENT. Notwithstanding any other provision of this
         Agreement to the contrary, in the event that: (i) Executive's
         employment hereunder is terminated by the Company at any time for any
         reason except (A) for Cause (as defined below) or (B) Executive's death
         or Disability (as defined below) or (ii) Executive terminates his own
         employment hereunder at any time for Good Reason (as defined below),
         then, in either such event, Executive shall be entitled to receive, and
         the Company shall be obligated to pay, a lump sum cash payment equal to
         one hundred percent (100%) the present value of Executive's annual
         salary pursuant to Section 2 or the annual salary then being paid to
         him, whichever is greater. For purposes of the immediately preceding
         sentence, the "present value" of such annual salary shall be determined
         in accordance with the regulations under Section 280G of the Code (as
         defined below). Also, except as otherwise specifically provided in this
         Section 6(b), such severance payment shall be in addition to, and shall
         not reduce or offset, any other payments that are due to Executive from
         the Company or any other source or under any
 
 
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         other agreements, except any severance pay plan or program maintained
         by the Company that covers employees generally. The provisions of this
         Section 6(b) shall supersede any conflicting provisions of this
         Agreement but shall not be construed to curtail, offset or limit
         Executive's rights to any other payments, whether contingent upon a
         Change in Control (as defined below) or otherwise, under the Agreement
         or any other agreement, contract, plan or other source of payment
         except as specifically provided herein. In addition, in the event of a
         Change in Control, Executive shall be entitled to receive the bonus
         payment described in Section 9 hereof, if applicable.
 
                  Notwithstanding any provision of this Section 6(b) to the
         contrary, the Executive must first execute an appropriate release and
         waiver agreement whereby Executive agrees to release and waive, in
         return for the severance payment described in this Section 6(b), any
         claims that he may have against the Company for (1) unlawful
         discrimination (including, without limitation, age discrimination) and
         (2) severance pay under any other severance pay plan or program
         maintained by the Company that covers Executive; provided, however,
         such agreement shall not release or waive any claims that may be
         brought by Executive for payments that may be due under this Agreement,
         without Executive's express written consent. Any severance payment
         required under this Section 6(b) shall be paid to Executive within
         twenty (20) days after Executive executes such release and waiver
         agreement, unless the parties agree in writing before then to another
         payment date or method of payment, e.g., installment payments.
         Executive shall not be required to mitigate any damages under this
         Section 6(b) or any other provision of this Agreement.
 
         A 'CHANGE OF CONTROL' of the Company shall be deemed to have occurred
if any of the following shall have taken place: (a) Any Person or group of
Persons (within the meaning of Section 13 or 14 of the Securities and Exchange
Act of 1934 (the "Exchange Act"), but excluding (i) the executive managers of
the Company as of January 1, 2002, and (ii) GTCR Capital Partners, L.P., GTCR
Fund VII, L.P. and their respective Affiliates) shall acquire beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of the outstanding voting stock of the Company equal to the greater of (x) 25%
of the then outstanding shares of voting stock of the Company and (y) the
proportion of the then outstanding shares of voting stock of the Company held by
GTCR Fund VII, L.P. and its Affiliates; or (b) during any 12-month period,
individuals who at the beginning of such period constituted the Board (together
with any directors designated by the holders of the Convertible Preferred Stock
or the Lender and new directors whose election by the Board or whose nomination
for election by the Company's shareholders was approved by a vote of at least
majority of the directors who either were directors at beginning of such period
or whose election or nomination was previously so approved) cease for any reason
to constitute a majority of the Board. For purposes of this provision, "Person",
"Affiliates", "Board", "Convertible Preferred Stock" and "Lender" shall have the
meanings ascribed to such terms in the Loan Agreement."
 
         The Parties to this agreement acknowledge that GTCR Capital Partners,
L.P., a Delaware
 
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limited partnership ("Capital Partners"), the Company and certain subsidiaries
of the Company have entered into a Senior Subordinated Loan Agreement dated
January 27, 2000 (the "Loan Agreement") pursuant to which, among other things,
Capital Partners made a loan to the Company on the date indicated and may make
additional loans hereafter from time to time in accordance with the terms
thereof. It is further acknowledged that GTCR FUND VII, L.P., a Delaware limited
partnership ("Fund VII" and together with Capital Partners, "GTCR") and the
Company entered into a Purchase Agreement on the date indicated (the "Purchase
Agreement") pursuant to which, among other things, Fund VII purchased the
Company's convertible preferred stock on the date indicated and may make
additional purchases of convertible preferred stock from time to time hereafter
in accordance with the terms thereof. GTCR, the Company and the Executive desire
that any change of control resulting from the carrying out of the Loan Agreement
and the Purchase Agreement terms and the ownership and control granted to GTCR
and its affiliates there under shall NOT constitute a "change of control" for
purposes of (1) any and all stock options for the purchase of the Company's
stock held by Executive and (2) for purposes of this Agreement and any other
agreement to which the Executive is party which makes reference to a change of
control of the Company or its subsidiaries.
 
                  "DISABILITY" means a "permanent and total disability" as
         defined in Section 22(e)(3) of the Code and the Treasury regulations
         thereunder. Evidence of such Disability shall be certified by a
         physician acceptable to both the Company and Executive. In the event
         that the parties are not able to agree on the choice of a physician,
         each shall select a physician who, in turn, shall select a third
         physician to render such certification. All costs relating to the
         determination of whether Executive has incurred a Disability shall be
         paid by the Company.
 
                  "CODE" means the Internal Revenue Code of 1986, as amended.
         References in this Agreement to any Section of the Code shall include
         any "Successor Provisions" as defined in Section 9(e).
 
                  "CAUSE" means a termination of employment directly resulting
         from: (1) the Executive having engaged in intentional misconduct that
         caused or would have caused, if the Company did not intervene, a
         serious violation by the Company of any state or federal laws, (2) the
         Executive having engaged in a theft of corporate funds or corporate
         assets or in a material act of fraud upon the Company, (3) an
         intentional act of personal dishonesty taken by the Executive that was
         intended to result in personal enrichment of the Executive at the
         expense of the Company, (4) repeated violations by the Executive of
         Executive's primary or regular obligations under this Agreement or
         under written policies of the Company which are demonstrably willful on
         the Executive's part, and for which Executive has received more than
         two written warnings that specify each area of Executive's violations,
         (5) Executive's use of illegal drugs as evidenced by a drug test
         authorized by Company, (6) Executive's final conviction (or the entry
         of a plea of nolo contendere or equivalent plea) in a court of
         competent jurisdiction of a felony or other crime involving dishonesty,
         and (7) a breach by the Executive during the Employment
 
 
 
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         Period of the provisions of Sections 11, 12, 13 or 14 below, if such
         breach results in a material injury to the Company.
 
                  "GOOD REASON" means the occurrence of any of the following
         events without Executive's express written consent:
 
                        (1) A ten percent (10%) or greater reduction in
                  Executive's annual base salary; or
 
                        (2) Any breach by the Company or its successors of any
                  material provision of this Agreement; or
 
                        (3) A substantial and adverse change in the Executive's
                  duties, control, authority, status or position, or the
                  assignment to the Executive of any duties or responsibilities
                  which are materially inconsistent with such status or
                  position, or a material reduction in the duties and
                  responsibilities previously exercised by the Executive, or a
                  loss of title, loss of office, loss of significant authority,
                  power or control, or any removal of Executive from, or any
                  failure to reappoint or reelect him to, such positions, except
                  in connection with the termination of his employment for
                  Cause, Disability or death; or
 
                        (4) Following a Change in Control (as defined in Section
                  6(b)) any of the following events:
 
                            (A) the failure by the Company or its successor to
                        expressly assume and agree to continue and perform this
                        Agreement in the same manner and to the same extent that
                        the Company would be required to perform if such Change
                        in Control had not occurred;
 
                            (B) a relocation of more than twenty-five (25) miles
                        of Executive's principal office from the location of
                        such office immediately prior to the Change in Control
                        date;
 
                            (C) a substantial increase in the business travel
                        required of Executive by the Company or its successor;
                        or
 
                            (D) the Company or its successor fails to continue
                        in effect any pension plan, health-and-accident plan, or
                        disability income plan in which Executive was
                        participating at the time of the Change in Control (or
                        plans providing Executive with substantially equal and
                        similar benefits), or the taking of any action by the
                        Company or its successor which would adversely affect
                        Executive's participation in or materially reduce his
 
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                        benefits under any such plan that was enjoyed by him
                        immediately prior to the Change in Control.
 
                  (c) STOCK OPTIONS. In the event of a Change in Control,
         Executive's resignation for Good Reason or Executive's termination
         without Cause, all unvested stock options previously granted to
         Executive shall immediately vest and be exercisable as set forth below.
         In the event that there is a termination of Executive's employment
         hereunder for any reason, Executive shall be entitled to exercise any
         and all stock options that were previously granted to him by the
         Company, and are outstanding, vested and unexercised as of his
         Termination Date, during the exercise period ending on the greater of
         (i) one (1) year from his Termination Date or (ii) the expiration date
         of the stock option as specified in the stock option plan or stock
         option agreement, as applicable, notwithstanding any provision in such
         plan or agreement that provides for a more limited time period to
         exercise stock options following termination of employment; provided
         however, if said stock option plan or stock option agreement provides
         therein for a longer period of time to exercise such outstanding,
         vested and unexercised stock options following his Termination Date,
         then such stock option plan or agreement shall control and the
         remaining provisions of this Section 6(c) shall be inapplicable and
         without further force or effect. In the event that there is a
         termination of Executive's employment hereunder for Cause or Executive
         voluntarily resigns without Good Reason within one year from the date
         of this Agreement, Executive shall forfeit any and all stock options
         that were previously granted to him by the Company, and are unvested
         and unexercised as of his Termination Date.
 
                  During the extension period specified in the previous
         paragraph, if applicable, the Executive shall be considered an employee
         of the Company who shall make himself available to provide consulting
         services to the Company in consideration for such extension of the
         option exercise period and any post-termination payments provided to
         Executive under Section 6(a) or (b) of this Agreement. In this regard,
         Executive agrees to be classified as an employee of the Company solely
         for the limited purpose of making himself available to provide
         consulting services on an as-needed basis; provided, however, Executive
         hereby specifically waives any right, entitlement, claim or demand to
         (i) any additional compensation for such consulting services and (ii)
         coverage or benefits under any of the Company's employee benefit plans
         or programs, or other perquisites, terms and conditions of employment,
         except as expressly specified in other provisions of this Agreement.
         Except as expressly provided in this Section 6(c), the provision of
         consulting services by Executive shall not expand his rights or duties
         under this Agreement. Executive hereby agrees to provide, upon request
         of the Company, consulting services to the Company on the following
         terms and conditions:
 
                  (1)     Executive will make himself available, on an as-needed
                          basis, to provide consulting services to the Company
                          for up to three (3) days per month during the period
                          beginning on the day after his Termination Date and
 
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                          ending on the last day of the extension period for
                          exercising stock options as provided in the first
                          paragraph of Section 6(c) above, subject to the
                          following conditions:
 
                          (A)      At least five (5) days written advance notice
                                   to Executive is provided by the Company;
 
                          (B)      There is no concurrent illness of Executive,
                                   his spouse, or children;
 
                          (C)      There is no prior commitment of Executive
                                   including, without limitation, vacation or
                                   attention to personal affairs; and
 
                          (D)      No travel is required of Executive in excess
                                   of 200 miles round-trip.
 
                          Executive, in any particular instance, may waive any
                          or all of the conditions set forth in clauses (A),
                          (B), (C) or (D) above in his complete discretion. Any
                          such waiver shall not be a continuing waiver and
                          shall not release Executive of any of his rights
                          hereunder.
 
                  (2)     Executive agrees to provide such information,
                          services, advice and recollection of events as may
                          from time to time be reasonably requested by, or on
                          behalf of, the Company regarding corporate, regulatory
                          or business matters of which Executive may have
                          knowledge, information or understanding, including
                          testifying truthfully in any litigation or other
                          proceedings involving the Employer, provided that (i)
                          Executive first determines that his interests are not
                          adverse, or potentially adverse, to those of the
                          Company, and (ii) the Company has indemnified
                          Executive to his satisfaction including, without
                          limitation, for reasonable attorney's fees and costs.
                          The parties hereto agree that it is the quality, and
                          not the quantity, of the consulting services to be
                          provided by Executive that is important to the
                          Company.
 
                  (3)     The Company will reimburse Executive for all
                          reasonable out-of-pocket expenses incurred by
                          Executive in the course of his performance of
                          consulting services, including, without limitation,
                          supplies, mileage and travel expenses. Executive
                          agrees not to incur any expense, obligation, or
                          liability on behalf of the Company without its prior
                          written consent.
 
                  (4)     The provision of consulting services by Executive for
                          the Company is non-exclusive and shall not, in any
                          way, limit the rights of Executive to seek and
                          maintain other employment or to perform compensatory
                          services on behalf of any other person or entity.
 
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                  (5)     The consulting services contemplated under this
                          Section 6(c) shall not be considered part of
                          Executive's Employment Period pursuant to Section 4,
                          nor affect his Termination Date.
 
         7. NOTICE OF TERMINATION. Any termination by the Company or the
Executive shall be communicated by Notice of Termination to the other party
hereto. For purposes of this Agreement, the term "NOTICE OF TERMINATION" means a
written notice which indicates the specific termination provision of this
Agreement relied upon and sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.
 
         8. NO MITIGATION REQUIRED. Executive shall not be required to mitigate
the amount of any payment provided for under this Agreement by seeking other
employment or in any other manner.
 
         9. CHANGE IN CONTROL: REQUIREMENT OF BONUS PAYMENT IN CERTAIN
CIRCUMSTANCES.
 
              (a) In the event that Executive is deemed to have received an
         "excess parachute payment" (as such term is defined in Section 280G(b)
         of the Code) which is subject to the excise taxes (the "EXCISE TAXES")
         imposed by Section 4999 of the Code in respect of any payment pursuant
         to this Agreement, or any other agreement, plan, instrument or
         obligation, in whatever form, the Company shall make the Bonus Payment
         (defined below) to Executive promptly after the date on which Executive
         received or is deemed to have received any excess parachute payment
         notwithstanding any contrary provision herein.
 
              (b) The term "BONUS PAYMENT" means a cash payment in an amount
         equal to the sum of (i) all Excise Taxes payable by Executive, plus
         (ii) all additional Excise Taxes and federal or state income taxes to
         the extent such taxes are imposed in respect of the Bonus Payment, such
         that Executive shall be in the same after-tax position and shall have
         received the same benefits that he would have received if the Excise
         Taxes had not been imposed. For purposes of calculating any income
         taxes attributable to the Bonus Payment, Executive shall be deemed for
         all purposes to be paying income taxes at the highest marginal federal
         income tax rate, taking into account any applicable surtaxes and other
         generally applicable taxes which have the effect of increasing the
         marginal federal income tax rate and, if applicable, at the highest
         marginal state income tax rate, to which the Bonus Payment and
         Executive are subject. An example of the calculation of the Bonus
         Payment is set forth below: Assume that the Excise Tax rate is 20%, the
         highest federal marginal income tax rate is 40% and Executive is not
         subject to state income taxes. Further assume that Executive has
         received an excess parachute payment in the amount of $200,000, on
         which $40,000 in Excise Taxes are payable. The amount of the
 
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         required Bonus Payment is thus $100,000. The Bonus Payment of $100,000,
         less additional Excise Taxes on the Bonus Payment of $20,000 (i.e., 20%
         x $100,000) and income taxes of $40,000 (i.e., 40% x $100,000), yields
         $40,000, the amount of the Excise Taxes payable in respect of the
         original excess parachute payment.
 
              (c) Executive agrees to reasonably cooperate with the Company to
         minimize the amount of the excess parachute payments, including,
         without limitation, assisting the Company in establishing that some or
         all of the payments received by Executive that are "contingent on a
         change", as described in Section 280G(b)(2)(A)(i) of the Code, are
         reasonable compensation for personal services actually rendered by
         Executive before the date of such change or to be rendered by Executive
         on or after the date of such change. In the event that the Company is
         able to establish that the amount of the excess parachute payments is
         less than originally anticipated by Executive, Executive shall refund
         to the Company any excess Bonus Payment to the extent not required to
         pay Excise Taxes or income taxes (including those incurred in respect
         of receipt of the Bonus Payment). Notwithstanding the foregoing,
         Executive shall not be required to take any action which his attorney
         or tax advisor advises him in writing (i) is improper or (ii) exposes
         Executive to material personal liability. Executive may require the
         Company to deliver to Executive an indemnification agreement in form
         and substance satisfactory to Executive as a condition to taking any
         action required by this subsection (c).
 
              (d) The Company shall make any payment required to be made under
         this Section 9 in cash and on demand. Any payment required to be paid
         by the Company under this Section 9 which is not paid within 30 days of
         receipt by the Company of Executive's written demand therefore shall
         thereafter be deemed delinquent, and the Company shall pay to Executive
         immediately upon demand interest at the highest nonusurious rate per
         annum allowed by applicable law from the date such payment becomes
         delinquent to the date of payment of such delinquent sum with interest.
 
              (e) In the event that there is any change to the Code which
         results in the recodification of Section 280G or Section 4999 of the
         Code, or in the event that either such section of the Code is amended,
         replaced or supplemented by other provisions of the Code of similar
         import ("SUCCESSOR PROVISIONS"), then this Agreement shall be applied
         and enforced with respect to such new Code provisions in a manner
         consistent with the intent of the parties as expressed herein, which is
         to assure that Employee is in the same after-tax position and has
         received the same benefits that he would have been in and received if
         any taxes imposed by Section 4999 or any Successor Provisions had not
         been imposed.
 
         10. POST-TERMINATION MEDICAL COVERAGE. If the employment of Executive
is terminated for any reason except for Cause (as defined in Section 6(b)),
death or voluntary resignation without Good Reason, then the Company shall
provide post-employment medical coverage in accordance with the terms and
conditions of this Section 10. The Company shall
 
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continue to cover Executive and his spouse (hereinafter referred to as "SPOUSE")
and his eligible dependent children, if any, from the Termination Date until two
(2) years following the Termination Date, under the group health care plan
maintained by the Company to provide major medical insurance coverage for
employees and their dependents (such group medical plan or its successor shall
be hereinafter referred to as the "HEALTH CARE PLAN").
 
         Executive, on behalf of himself and his Spouse and other dependents, if
any, shall be required to pay premiums for their coverage under the Health Care
Plan at the rates, if any, charged by the Company to active employees who are
senior officers of the Company at the time the premium is charged. Any
post-employment coverage under the Health Care Plan provided under this Section
10 shall run concurrently with COBRA continuation coverage under the Health Care
Plan and, therefore, Executive and the other qualifying beneficiaries shall
elect any COBRA continuation coverage offered to them under the Health Care Plan
following the Termination Date. The Company shall not be responsible for the
payment of any income or other taxes which may be imposed on Executive, or on
his Spouse or dependents, as the result of receiving coverage under the Health
Care Plan pursuant to this Section 10.
 
         Executive, on behalf of himself and his Spouse and dependents, hereby
agrees and consents to acquire and maintain any coverage that any of them are
entitled to at any time during the two year period (as specified above in this
Section 10) under the Medicare program or any similar or succeeding plan or
program that is sponsored or maintained by the United States Government or any
agency thereof (hereinafter referred to as "MEDICARE"). The coverage described
in the immediately preceding sentence includes, without limitation, parts A and
B of Medicare and any additional or successor parts of Medicare. Executive, on
behalf of himself and his Spouse, further agrees and consents to pay all
required premiums and other costs for Medicare coverage from their personal
funds. Medicare coverage shall be primary payor to the coverage provided under
the Health Care Plan to the extent permitted by applicable federal law.
 
         11. CONFLICTS OF INTEREST. In keeping with his fiduciary duties to
Company, Executive hereby agrees that he shall not become involved in a conflict
of interest, or upon discovery thereof, allow such a conflict to continue at any
time during the Employment Period. Moreover, Executive agrees that he shall
immediately disclose to the Board of Directors any facts that might involve a
conflict of interest that has not been approved by the Board of Directors.
 
         Executive and Company recognize and acknowledge that it is not possible
to provide an exhaustive list of actions or interests that may constitute a
"conflict of interest." Moreover, Company and Executive recognize there are many
borderline situations. In some instances, full disclosure of facts by the
Executive to the Board of Directors may be all that is necessary to enable
Company to protect its interests. In others, if no improper motivation appears
to exist and Company's interests have not demonstrably suffered, prompt
elimination of the outside interest may suffice. In other egregious instances,
it may be necessary for Company to terminate Executive's employment for Cause
pursuant to Section 6(b) hereof. The Board of Directors
 
 
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reserves the right to take such action as, in its good faith judgment, will
resolve the conflict of interest.
 
         Executive hereby agrees that any direct or indirect interest in,
connection with, or benefit from any outside activities, particularly commercial
activities, which interest might adversely affect the Company or any of its
affiliated entities, involves a possible conflict of interest. Circumstances in
which a conflict of interest on the part of Executive would or might arise, and
which should be reported immediately to the Board of Directors, include, but are
not limited to, any of the following:
 
              (a) Ownership of more than a de minimis interest in any lender,
         supplier, contractor, customer or other entity with which Company or
         any of its affiliated entities does business;
 
              (b) Misuse of information, property or facilities to which
         Executive has access in a manner which is demonstrably injurious to the
         interests of Company or any of its affiliated entities, including its
         business, reputation or goodwill; or
 
              (c) Materially trading in products or services connected with
         products or services designed or marketed by or for the Company or any
         of its affiliated entities.
 
         For purposes of this Agreement, "AFFILIATED ENTITY" means any entity
which owns or controls, is owned or controlled by, or is under common ownership
or control with, the Company.
 
              12. CONFIDENTIAL INFORMATION.
 
              (a) CONFIDENTIAL INFORMATION DEFINED. Executive hereby
         acknowledges that in his senior management position, he will create,
         acquire and have access to confidential information and trade secrets
         pertaining to the business of Company (hereafter "Confidential
         Information" as defined below). Executive hereby acknowledges that such
         Confidential Information is unique and valuable to Company's business
         and that Company would suffer irreparable injury if Confidential
         Information was divulged to the public or to persons or entities in
         competition with Company. Therefore, Executive hereby covenants and
         agrees to keep in strict secrecy and confidence, both during and after
         the Employment Period, any Confidential Information. Executive
         specifically agrees that he will not at any time disclose to others,
         use, copy or permit to be copied, except in pursuance of his duties on
         behalf of Company or with the prior consent of Company, Confidential
         Information relating to the Company or any of its affiliated entities.
         For purposes of this Agreement, "CONFIDENTIAL INFORMATION" shall mean
         and include, without limitation, information related to the business
         affairs, property, methods of operation, future plans, financial
         information, customer or client information, or other data which
         relates to the business or operations of Company or any of its
         affiliated
 
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         entities, and all other information obtained by Executive from and
         during the Employment Period which concerns the affairs of Company or
         any of its affiliated entities and which Company has requested be held
         in confidence or could reasonably be expected to desire be held in
         confidence, or the disclosure of which would likely be embarrassing,
         detrimental or disadvantageous to the Company or any of its affiliated
         entities, or its and their directors, officers, employees or
         shareholders. Confidential Information, however, shall not include
         information that is at the time of receipt by Executive in the public
         domain or is otherwise generally known in the industry or subsequently
         enters the public domain or becomes generally known in the industry
         through no fault of Executive or breach of his duty under this Section
         12.
 
              (b) REQUIRED DISCLOSURE. In the event that Executive is required
         by law which cannot be waived to disclose any Confidential Information,
         Executive agrees that he will provide prompt notice of such potential
         disclosure to Company so that an appropriate protective order may be
         sought and/or a waiver of compliance with the provisions of this
         Agreement may be granted. In the event that (i) such protection or
         other remedy is not obtained or (ii) Company waives in writing the
         compliance by Executive with this provision, Executive agrees that he
         may furnish only that portion of the Confidential Information which
         Executive is advised by written opinion of counsel is legally required
         to be disclosed, and Executive shall exercise his best efforts to
         obtain assurances that confidential treatment will be accorded such
         Confidential Information.
 
              (c) DELIVERY OF DOCUMENTS. Executive further agrees to deliver to
         Company at the termination of his employment, all correspondence,
         memoranda, notes, records, drawings, plans, customer lists or other
         documents, and all copies thereof made, composed or received by
         Executive, solely or jointly with others, and which are in Executive's
         possession, custody or control at such date and which relate in any
         manner to the past, present or anticipated business of Company or any
         of its affiliated entities.
 
              (d) REMEDIES. In the event of a breach or threatened breach of any
         of the provisions of this Section 12, Company shall be entitled to an
         injunction ordering the return of all such documents, and any and all
         copies thereof, and restraining Executive from using or disclosing, for
         his benefit or the benefit of others, in whole or in part, any
         Confidential Information, including, but not limited to, the
         Confidential Information which such documents contain, constitute or
         embody. Executive further agrees that any breach or threatened breach
         of any of the provisions of this Section 12 would cause irreparable
         injury to Company, for which it would have no adequate remedy at law.
         Nothing herein shall be construed as prohibiting Company from pursuing
         any other remedies available to it for any such breach or threatened
         breach, including the recovery of damages.
 
         13. PROPERTY RIGHTS. In keeping with his fiduciary duties to Company,
Executive hereby covenants and agrees that during his Employment Period, and for
a period of one (1) year
 
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following his Termination Date, Executive shall promptly disclose in writing to
Company any and all information, ideas, concepts, improvements, discoveries,
inventions and other intellectual properties, whether patentable or not, and
whether or not reduced to practice, which are conceived, developed, made or
acquired by Executive, either individually or jointly with others, and which
relate to the business, products or services of Company or any of its affiliated
entities. In consideration for his employment hereunder, Executive hereby
specifically sells, assigns and transfers to Company all of his worldwide right,
title and interest in and to all such information, ideas, concepts,
improvements, discoveries, inventions and other intellectual properties.
 
         If during the Employment Period, Executive creates any original work of
authorship or other property fixed in any tangible medium of expression which
(a) is the subject matter of copyright (including computer programs) and (b)
relates to Company's present or planned business, products, or services, whether
such property is created solely by Executive or jointly with others, such
property shall be deemed a work for hire, with the copyright automatically
vesting in Company. To the extent that any such writing or other property is
determined not to be a work for hire for whatever reason, Executive hereby
consents and agrees to the unconditional waiver of "moral rights" in such
writing or other property, and to assign to Company all of his right, title and
interest, including copyright, in such writing or other property.
 
         Executive hereby agrees to (a) assist Company or its nominee at all
times in the protection of any and all property subject to this Section 13, (b)
not to disclose any such property to others without the written consent of
Company or its nominee, except as required by his employment hereunder, and (c)
at the request of Company, to execute such assignments, certificates or other
interests as Company or its nominee may from time to time deem desirable to
evidence, establish, maintain, perfect, protect or enforce its rights, title or
interests in or to any such property.
 
         14. AGREEMENT NOT TO COMPETE. Executive hereby recognizes and
acknowledges that: (a) in his executive capacity with Company he will be given
knowledge of, and access to, the Confidential Information (as described in
Section 12); (b) in the event that Executive was to enter into competition with
Company, Executive's knowledge of such Confidential Information would be of
invaluable benefit to a competitor of Company, and could cause irreparable harm
to Company's business interests; and (c) Executive's consent and agreement to
enter into the noncompetition provisions and covenants set forth herein is an
integral condition of this Agreement, without which Company would not have
agreed to provide Confidential Information to Executive, nor to his
compensation, benefits, and other terms of this Agreement. Accordingly, in
consideration for his employment, compensation, benefits, access to and
entrustment of Confidential Information, the goodwill, training and experience
provided to Executive during his Employment Period, Executive hereby covenants,
consents and agrees (regardless of whether or not there has been a Change of
Control) that during the Employment Period, and for a period two (2) years after
his employment is terminated for any reason, Executive shall not, directly or
indirectly, acting alone or in conjunction with others, for his own account or
for the account of others, including, without limitation, as an officer,
director, stockholder, owner, partner, member,
 
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manager, joint venturer, employee, promoter, consultant, agent, lender,
guarantor, representative, or otherwise:
 
              (a) Solicit, canvass, or accept any fees or business from any
         customer of Company for himself or any other person or entity engaged
         in a "Similar Business to Company" (as defined below);
 
              (b) Engage or participate in any Similar Business to Company
         within any states of the United States in which the Company transacts
         business on Executive's termination of employment date, or in which, as
         of such termination date, the Company has made any plans or proposals
         to transact business within one year from such termination date
         (referred to herein as the "RESTRICTED AREA");
 
              (c) Request or advise any service provider, supplier, or customer
         to reduce or cancel any business that it may transact with Company or
         any of its affiliated entities;
 
              (d) Solicit, induce, or otherwise attempt to influence any
         employee of the Company or any of its affiliated entities, to terminate
         his or her relationship with the Company or any of its affiliated
         entities; or
 
              (e) Make any statement or perform any act intended to advance an
         interest of an existing or prospective competitor of the Company or any
         of its affiliated entities in any way that demonstrably injures the
         reputation, goodwill or any other business interest of Company or any
         of its affiliated entities.
 
         For purposes of this Agreement, "SIMILAR BUSINESS TO COMPANY" means any
business or other enterprise that is competitive with the current or planned
businesses, products, services or operations of the Company or any of its
affiliated entities at the time of termination of Executive's employment
including, without limitation, handling, processing or transporting municipal
biosolids, industrial organic residuals and manure.
 
         Executive hereby agrees that the limitations set forth above on his
rights to compete with Company after his termination of employment are
reasonable and necessary for the protection of Company. In this regard,
Executive specifically agrees that such limitations as to the period of time,
geographic area and types and scopes of restriction on his activities, as
specified above, are reasonable and necessary to protect the goodwill and other
business interests of Company. However, should the time period, the geographic
area or any other non-competition provision set forth herein be deemed invalid
or unenforceable in any respect, then Executive acknowledges and agrees that, as
set forth in Section 15 hereof, reformation may be made with respect to such
time period, geographic area or other non-competition provision in order to
protect Company's reasonable business interests to the maximum permissible
extent.
 
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         15. REMEDIES. In the event of any pending, threatened or actual breach
of any of the covenants or provisions of Section 11, 12, 13 or 14, it is
understood and agreed by Executive that the remedy at law for a breach of any of
the covenants or provisions of these Sections may be inadequate, and, therefore,
Company shall be entitled to a restraining order or injunctive relief from any
court of competent jurisdiction, in addition to any other remedies at law and in
equity. In the event that Company seeks to obtain a restraining order or
injunctive relief, Executive hereby agrees that Company shall not be required to
post any bond in connection therewith. Should a court of competent jurisdiction
or an arbitrator (pursuant to Section 25) declare any provision of Section 11,
12, 13 or 14 to be unenforceable due to an unreasonable restriction of duration
or geographical area, or for any other reason, such court or arbitrator is
hereby granted the consent of each of Executive and the Company to reform such
provision and/or to grant the Company any relief, at law or in equity,
reasonably necessary to protect the reasonable business interests of Company or
any of its affiliated entities. Executive hereby acknowledges and agrees that
all of the covenants and other provisions of Sections 11, 12, 13 and 14 are
reasonable and necessary for the protection of the Company's reasonable business
interests. Executive hereby agrees that if the Company prevails in any action,
suit or proceeding with respect to any matter arising out of or in connection
with Section 11, 12, 13 or 14, Company shall be entitled to all equitable and
legal remedies, including, but not limited to, injunctive relief and
compensatory damages.
 
         16. DEFENSE OF CLAIMS. Executive agrees that, during the Employment
Period and for a period of two (2) years after his Termination Date, upon
reasonable request from the Company, he will cooperate with the Company and its
affiliated entities in the defense of any claims or actions that may be made by
or against the Company or any of its affiliated entities that affect his prior
areas of responsibility, except if Executive's reasonable interests are adverse
to the Company (or affiliated entity) in such claim or action. To the extent
travel is required to comply with the requirements of this Section 16, the
Company shall, to the extent possible, provide Executive with notice at least 10
days prior to the date on which such travel would be required. The Company
agrees to promptly pay or reimburse Executive upon demand for all of his
reasonable travel and other direct expenses incurred, or to be reasonably
incurred, to comply with his obligations under this Section 17.
 
         17. DETERMINATIONS BY THE BOARD OF DIRECTORS.
 
             (a) TERMINATION OF EMPLOYMENT. Prior to a Change in Control (as
         defined in Section 6(b)), any question as to whether and when there has
         been a termination of Executive's employment, and the cause of such
         termination, shall be determined by the Board of Directors in its
         discretion.
 
             (b) COMPENSATION. Prior to a Change in Control (as defined in
         Section 6(b)), any question regarding salary, bonus and other
         compensation payable to Executive pursuant to this Agreement shall be
         determined by the Board of Directors in its discretion.
 
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             18. WITHHOLDINGS: RIGHT OF OFFSET. Company may withhold and deduct
         from any benefits and payments made or to be made pursuant to this
         Agreement (a) all federal, state, local and other taxes as may be
         required pursuant to any law or governmental regulation or ruling, (b)
         all other normal employee deductions made with respect to Company's
         employees generally, and (c) any advances made to Executive and owed to
         Company.
 
             19. NONALIENATION. The right to receive payments under this
         Agreement shall not be subject in any manner to anticipation,
         alienation, sale, transfer, assignment, pledge or encumbrance by
         Executive, his dependents or beneficiaries, or to any other person who
         is or may become entitled to receive such payments hereunder. The right
         to receive payments hereunder shall not be subject to or liable for the
         debts, contracts, liabilities, engagements or torts of any person who
         is or may become entitled to receive such payments, nor may the same be
         subject to attachment or seizure by any creditor of such person under
         any circumstances, and any such attempted attachment or seizure shall
         be void and of no force and effect.
 
             20. INCOMPETENT OR MINOR PAYEES. Should the Board of Directors
         determine that any person to whom any payment is payable under this
         Agreement has been determined to be legally incompetent or is a minor,
         any payment due hereunder may, notwithstanding any other provision of
         this Agreement to the contrary, be made in any one or more of the
         following ways: (a) directly to such minor or person; (b) to the legal
         guardian or other duly appointed personal representative of the person
         or estate of such minor or person; or (c) to such adult or adults as
         have, in the good faith knowledge of the Board of Directors, assumed
         custody and support of such minor or person; and any payment so made
         shall constitute full and complete discharge of any liability under
         this Agreement in respect to the amount paid.
 
             21. SEVERABILITY. It is the desire of the parties hereto that this
         Agreement be enforced to the maximum extent permitted by law, and
         should any provision contained herein be held unenforceable by a court
         of competent jurisdiction or arbitrator (pursuant to Section 24), the
         parties hereby agree and consent that such provision shall be reformed
         to create a valid and enforceable provision to the maximum extent
         permitted by law; provided, however, if such provision cannot be
         reformed, it shall be deemed ineffective and deleted here from without
         affecting any other provision of this Agreement.
 
             22. TITLE AND HEADINGS; CONSTRUCTION. Titles and headings to
         Sections hereof are for the purpose of reference only and shall in no
         way limit, define or otherwise affect the provisions hereof. Any and
         all Exhibits referred to in this Agreement are, by such reference,
         incorporated herein and made a part hereof for all purposes. The words
         "herein", "hereof", "hereunder" and other compounds of the word "here"
         shall refer to the entire Agreement and not to any particular provision
         hereof.
 
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             23. CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
         CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT
         REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW. VENUE SHALL BE LIMITED TO
         THE STATE AND FEDERAL COURTS LOCATED IN HARRIS COUNTY, TEXAS.
 
             24. Arbitration.
 
                 (a) ARBITRABLE MATTERS. If any dispute or controversy arises
             between Executive and the Company as to their respective rights or
             obligations under this Agreement, then either party may submit the
             dispute or controversy to arbitration under the then-current
             National Employment Dispute Resolution Rules of the American
             Arbitration Association (AAA) (the "RULES"); provided, however, the
             Company shall retain its rights to seek a restraining order or
             injunctive relief pursuant to Section 16. Any arbitration hereunder
             shall be conducted before a single arbitrator unless the parties
             mutually agree to a panel of three arbitrators. The site for any
             arbitration hereunder shall be in Montgomery County or Harris
             County, Texas, unless otherwise mutually agreed by the parties.
 
                 (b) SUBMISSION TO ARBITRATION. The party submitting any matter
             to arbitration shall do so in accordance with the Rules. Notice to
             the other party shall state the question or questions to be
             submitted for decision or award by arbitration. Notwithstanding any
             provision in this Section 25, Executive shall be entitled to seek
             specific performance of the Executive's right to be paid during the
             pendency of any dispute or controversy arising under this
             Agreement. In order to prevent irreparable harm, the arbitrator may
             grant temporary or permanent injunctive or other equitable relief
             for the protection of property rights.
 
                 (c) ARBITRATION PROCEDURES. The arbitrator shall set the date,
             time and place for each hearing, and shall give the parties advance
             written notice in accordance with the Rules. Any party may be
             represented by counsel or other authorized representative at any
             hearing. The arbitration shall be governed by the Federal
             Arbitration Act, 9 U.S.C. Sections 1 et. seq. (or its successor).
             The arbitrator shall apply the substantive law (and the law of
             remedies, if applicable) of the State of Texas to the claims
             asserted to the extent that the arbitrator determines that federal
             law is not controlling.
 
                 (d) COMPLIANCE WITH AWARD.
 
                     (1) Any award of an arbitrator shall be final and binding
                 upon the parties to such arbitration, and each party shall
                 immediately make such changes in its conduct or provide such
                 monetary payment or other relief as such award requires. The
                 parties agree that the award of the arbitrator shall be final
                 and
 
 
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                 binding and shall be subject only to the judicial review
                 permitted by the Federal Arbitration Act.
 
                     (2) The parties hereto agree that the arbitration award may
                 be entered with any court having jurisdiction and the award may
                 then be enforced as between the parties, without further
                 evidentiary proceedings, the same as if entered by the court at
                 the conclusion of a judicial proceeding in which no appeal was
                 taken. The Company and the Executive hereby agree that a
                 judgment upon any award rendered by an arbitrator may be
                 enforced in other jurisdictions by suit on the judgment or in
                 any other manner provided by law.
 
                 (e) COSTS AND EXPENSES. Each party shall pay any monetary
         amount required by the arbitrator's award, and the fees, costs and
         expenses for its own counsel, witnesses and exhibits, unless otherwise
         determined by the arbitrator in the award. The compensation and costs
         and expenses assessed by the arbitrator and AAA shall be paid by the
         losing party unless otherwise determined by the arbitrator in the
         award. If court proceedings to stay litigation or compel arbitration
         are necessary, the party who unsuccessfully opposes such proceedings
         shall pay all associated costs, expenses, and attorney's fees which are
         reasonably incurred by the other party as determined by the arbitrator.
 
         25. BINDING EFFECT: THIRD PARTY BENEFICIARIES. This Agreement shall be
binding upon and inure to the benefit of the parties hereto, and to their
respective heirs, executors, personal representatives, successors and permitted
assigns hereunder, but otherwise this Agreement shall not be for the benefit of
any third parties.
 
         26. ENTIRE AGREEMENT AND AMENDMENT. This Agreement contains the entire
agreement of the parties with respect to Executive's employment and the other
matters covered herein; moreover, this Agreement supersedes all prior and
contemporaneous agreements and understandings, oral or written, including the
Prior Employment Contract, between the parties hereto concerning the subject
matter hereof. This Agreement may be amended, waived or terminated only by a
written instrument executed by both parties hereto.
 
         27. SURVIVAL OF CERTAIN PROVISIONS. Wherever appropriate to the
intention of the parties hereto, the respective rights and obligations of said
parties, including, but not limited to, the rights and obligations set forth in
Sections 6 through 18 and 25 hereof, shall survive any termination or expiration
of this Agreement.
 
         28. WAIVER OF BREACH. No waiver by either party hereto of a breach of
any provision of this Agreement by any other party, or of compliance with any
condition or provision of this Agreement to be performed by such other party,
will operate or be construed as a waiver of any subsequent breach by such other
party or any similar or dissimilar provision or condition at the same or any
subsequent time. The failure of either party hereto to take any action by reason
of
 
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any breach will not deprive such party of the right to take action at any time
while such breach continues.
 
         29. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of Company and its affiliated entities, and its and their
successors, and upon any person or entity acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the
assets and business of Company. Any reference herein to "Company" shall mean the
Company as first written above, as well as any successor or successors thereto.
 
         This Agreement is personal to Executive, and Executive may not assign,
delegate or otherwise transfer all or any of his rights, duties or obligations
hereunder without the consent of the Board of Directors. Any attempt by the
Executive to assign, delegate or otherwise transfer this Agreement, any portion
hereof, or his rights, duties or obligations hereunder without the prior written
consent of the Board of Directors shall be deemed void and of no force and
effect. Subject to the preceding provisions of this paragraph, this Agreement
shall be binding upon and inure to the benefit of Executive and his heirs and
assigns.
 
         30. NOTICES. Notices provided for in this Agreement shall be in writing
and shall be deemed to have been duly received (a) when delivered in person or
sent by facsimile transmission, (b) on the first business day after it is sent
by air express overnight courier service, or (c) on the third business day
following deposit in the United States mail, registered or certified mail,
return receipt requested, postage prepaid and addressed, to the following
address, as applicable:
 
             (1) If to Company, addressed to:
 
                 Synagro Technologies, Inc.
                 1800 Bering, Suite 1000
                 Houston, Texas 77057
                 Attention: CEO
 
             (2) If to Executive, addressed to the address set forth below his
         name on the execution page hereof;
 
or to such other address as either party may have furnished to the other party
in writing in accordance with this Section 31.
 
         31. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a copy hereof containing multiple signature
pages, each signed by one party hereto, but together signed by both of the
parties hereto.
 
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         32. EXECUTIVE ACKNOWLEDGMENT/NO STRICT CONSTRUCTION. The Executive
represents to Company that he is knowledgeable and sophisticated as to business
matters, including the subject matter of this Agreement, that he has read the
Agreement and that he understands its terms and conditions. The parties hereto
agree that the language used in this Agreement shall be deemed to be the
language chosen by them to express their mutual intent, and no rule of strict
construction shall be applied against either party hereto. Executive also
represents that he is free to enter into this Agreement including, without
limitation, that he is not subject to any other contract of employment or
covenant not to compete that would conflict in any way with his duties under
this Agreement. Executive acknowledges that he has had the opportunity to
consult with counsel of his choice, independent of Employer's counsel, regarding
the terms and conditions of this Agreement and has done so to the extent that
he, in his unfettered discretion, deemed to be appropriate.
 
         33. SUPERSEDING AGREEMENT. This Employment Agreement shall supersede
any prior employment agreement entered into between the Company, or any of its
subsidiaries and Executive.
 
         34. CONFLICTS WITH EMPLOYEE HANDBOOK OR EMPLOYMENT APPLICATION.
Executive understands and agrees that it is his responsibility to obtain and
read the Company's Employee Handbook and Employment Application and to abide by
the rules, policies, and standards set forth in said documents. Executive also
acknowledges that the Company reserves the right to revise, delete, and add to
the provisions of the Company Employee Handbook and Employment Application.
Before implementation, all such revisions, deletions, or additions to this
Employee Handbook must be in writing and must be signed by the Chief Executive
Officer, President, or Chief Financial Officer of the Company. No oral
statements or representations can change the provisions of the Company Employee
Handbook, Employment Application or this employment agreement. Executive and the
Company further understand that Executive's employment agreement controls in the
event of any conflicts with the Employee Handbook or Employment Application.
 
 
 
 
                                                                Initials: /s/ RP
                                                                         -------
                                                                Initials: /s/ RB
                                                                         -------
 
 
 
                                 Page 21 of 22
<PAGE>
 
         IN WITNESS WHEREOF, the Executive has hereunto set his hand, and
Company has caused these presents to be executed in its name and on its behalf,
to be effective as of the Effective Date first above written.
 
 
 
WITNESS:                                           EXECUTIVE:
 
 
 
 
Signature:                                 Signature: /s/ Robert C. Boucher Jr.
          ------------------------------             ---------------------------
 
Printed Name:                              Printed Name: ROBERT C. BOUCHER JR.
             ---------------------------                ------------------------
 
Date:                                      Date:  2/10/02
     -----------------------------------        --------------------------------
 
                                           Address for Notices:
 
                                              1800 Bering Dr.
                                              Suite 1000
                                              Houston, TX 77057
 
 
 
 
 
ATTEST:                                    SYNAGRO TECHNOLOGIES, INC.:
 
 
 
By: /s/ Jack Robertson                     By: /s/ Ross M. Patten
   -------------------------------------      ----------------------------------
 
Title: Vice President, Human Resources     Its:  CHAIRMAN & CEO
      ----------------------------------       ---------------------------------
 
Printed Name: Jack Robertson               Printed Name: ROSS M. PATTEN
             ---------------------------                ------------------------
 
Date: 1/31/02                              Date: 1/31/02
     -----------------------------------        --------------------------------
 
 
 
                                 Page 22 of 22
 
 
 
 
                                                                    Exhibit 10.3
 
                             AMENDMENT NO. 2 TO THE
                 EMPLOYMENT AGREEMENT FOR ROBERT C. BOUCHER, JR.
 
 
     This  AMENDMENT NO. 2 (this  "Amendment")  is to the  Employment  Agreement
dated March 1, 2002,  (the  "Employment  Agreement")  and Amendment No. 1 to the
Employment  Agreement,  effective as of May 24, 2004,  by and between  Robert C.
Boucher, Jr., an individual, hereinafter referred to as "Executive", and Synagro
Technologies, Inc., a Delaware corporation, hereinafter referred to as "Synagro"
or the "Company."
 
     WHEREAS,  Executive and Synagro  desire and hereby  mutually agree to amend
the Executive's  Employment Agreement and its Amendment No. 1 in certain limited
respects, as more specifically set forth below; and
 
     WHEREAS, capitalized terms not defined herein shall have the meanings given
to them in the Employment Agreement,
 
     NOW, THEREFORE, the parties hereto, in consideration of the mutual promises
and covenants set forth herein, agree as follows:
 
     Amendments to Employment Agreement and Amendment No. 1 Thereto.
 
     1.   Compensation. Section "2. Compensation" is amended in part as follows:
 
          The annual base salary  stated in section 2, as amended  previously in
     Amendment No. 1, is hereby changed from $265,200 to $300,000.
 
     2.   Rights and Payments Upon Termination.  Section "6. Rights and Payments
Upon  Termination"  as previously  amended by paragraph 5 of Amendment No. 1, is
amended in part as follows
 
          (a)  The  second  sentence  of Section  6(b),  Severance  Payment,  is
     amended in part as follows:
 
          ... For purposes of the immediately  preceding sentence,  X is the sum
          of $265,200,  and Y is the  Executive's  bonus  payment(s) made by the
          Company to the  Executive  in the  Company's  fiscal year  immediately
          preceding  the  fiscal  year in which his  termination  of  employment
          occurred. ...
 
          (b)  The  definition  of "Change of Control" set forth in Section 6(b)
     is amended to provide:
 
          On and after  December  15,  2005,  "Change in Control" of the Company
          shall be deemed to have  occurred if any of the  following  shall have
          taken  place:  (1) a change in control is  reported  by the Company in
          response  to  either  Item  6(e) of  Schedule  14A of  Regulation  14A
          promulgated  under the Securities  Exchange Act of 1934 (the "Exchange
          Act") or Item 1 of Form 8-K promulgated under the Exchange Act, or any
 
 
                                       1
 
<PAGE>
 
 
          successor  provisions thereto;  (2) any "person" (as such term is used
          in Sections  13(d) and 14(d)(2) of the Exchange Act) is or becomes the
          "beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),
          or any  successor  provisions  thereto,  directly  or  indirectly,  of
          securities of the Company  representing  twenty-five  (25%) or more of
          the   combined   voting  power  of  the   Company's   then-outstanding
          securities;  (3) the approval by the  stockholders of the Company of a
          reorganization, merger, or consolidation, in each case with respect to
          which persons who were  stockholders of the Company  immediately prior
          to such  reorganization,  merger, or consolidation do not, immediately
          thereafter,  own or  control  more  than  fifty  percent  (50%) of the
          combined  voting power  entitled to vote  generally in the election of
          directors of the  reorganized,  merged or consolidated  Company's then
          outstanding securities, or a liquidation or dissolution of the Company
          or of the sale of all or  substantially  all of the Company's  assets;
          (4) in the event any person  shall be elected by the  stockholders  of
          the  Company  to the  Board  of  Directors  who  shall  have  not been
          nominated  for election by a majority of the Board of Directors or any
          duly  appointed  committee  thereof;  or (5) following the election or
          removal of directors, a majority of the Board of Directors consists of
          individuals who were not members of the Board of Directors consists of
          individuals  who were not  members of the Board of  Directors  two (2)
          years  before such  election or removal,  unless the  election of each
          director  who is not a  director  at the  beginning  of such  two-year
          period has been approved in advance by directors representing at least
          a majority of the directors  then in office who were  directors at the
          beginning of the two-year period.
 
     3.   The  provisions  of paragraph 6 of Amendment No. 1 are amended in part
to delete the following sentences in their entirety:
 
          As a  condition  to  receiving  the  Option  Payment,  Executive  must
          surrender all other options to purchase  Synagro  common stock that he
          has been granted. However, the Option Payment shall not be required to
          be made if  Executive  has, at any time,  whether  before or after the
          date of this agreement,  been granted (for purposes  hereof,  existing
          options  which are  repriced  to an  exercise  price of $2.50 shall be
          deemed to be  re-granted)  options to purchase an aggregate  amount of
          shares of common stock of Synagro equal to the Base Option Amount with
          an average strike price of $2.50 or less.
 
     4.   The current language under Section 2, as amended, shall be referred to
as subparagraph (a) and the following  subparagraph (b) is added to Section 2 as
follows:
 
          (b)  For so long as  Executive  is  employed  by the  Company  and for
     thirty (30) days thereafter, the following shall apply:
 
          To the extent  dividends  are declared  and paid on  Synagro's  Common
          Stock, the Employee will be entitled to receive shares of Common Stock
          under the Synagro  Technologies,  Inc. 2005 Restricted  Stock Plan (or
 
 
                                       2
 
<PAGE>
 
 
          any  successor  equity  incentive  plan  thereto),  provided that such
          Employee then held options to purchase Common Stock.  The value of the
          shares of Common Stock received will equal the value of dividends that
          would have been payable on the Common Stock  underlying the options to
          purchase  Common Stock then held by such  Employee if such options had
          been exercised.  Common Stock awards relating to options that are then
          vested  and  exercisable  will not be subject  to any  restriction  on
          transfer.  Awards  relating to options  that are not then vested shall
          contain  appropriate  restrictions  on transfer  that shall lapse when
          such options become vested and  exercisable.  If the option(s)  lapses
          and does not vest, then the restricted  common stock award(s)  related
          to such option(s) shall be forfeited and returned to Synagro  pursuant
          to the 2005 Restricted Stock Plan.
 
     Ratification. Except as expressly amended by this Amendment, the Employment
Agreement and Amendment No. 1 to the Employment  Agreement of Robert C. Boucher,
Jr.  (herein  together "the  Agreement")  shall remain in full force and effect.
None of the rights,  interests and  obligations  existing and to exist under the
Agreement are hereby  released,  diminished or impaired,  and the parties hereby
reaffirm all covenants, representations and warranties in the Agreement.
 
     IN WITNESS  WHEREOF;  the parties  have caused  this  Amendment  to be duly
executed on December 7, 2005.
 
 
 
 
                          SYNAGRO TECHNOLOGIES, INC., a Delaware corporation
 
 
                          By:  /s/ Alvin L. Thomas II
                               ----------------------------------
 
                          Name:  Alvin L. Thomas II
                               ----------------------------------
 
                          Title: EVP General Counsel
                               ----------------------------------
 
     SUBSCRIBED  AND SWORN TO before me, the  undersigned  authority on this 7th
day of December, 2005.
 
 
 
                                /s/
                                ------------------------------------------------
                                              Notary Public
 
 
                                       3
 
<PAGE>
 
 
                                By: /s/ Robert C. Boucher, Jr.
                                    --------------------------------------------
                                        Robert C. Boucher, Jr., an individual
 
     SUBSCRIBED  AND SWORN TO before me, the  undersigned  authority on this 7th
day of December, 2005.
 
 
 
                                /s/
                                ------------------------------------------------
                                              Notary Public
 
 
                                       4
</TEXT>
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