Exhibit 4.1

                    AMENDMENT NO. 1 TO THE

               PREFERRED SUBSCRIPTION AGREEMENT


     AMENDMENT NO. 1 TO THE PREFERRED SUBSCRIPTION AGREEMENT,
dated as of February 13, 2004 (this "Amendment"), among Waste
Services, Inc., a Delaware corporation ("WSI"), Capital
Environmental Resource Inc., a corporation amalgamated under
the laws of the Province of Ontario, Canada ("CERI"), Kelso
Investment Associates VI, L.P., a Delaware limited partnership,
and KEP VI, LLC, a Delaware limited liability company.

     WHEREAS, the parties hereto entered into the Preferred
Subscription Agreement, dated as of May 6, 2003 (the "Preferred
Subscription Agreement"); capitalized terms used herein without
definition shall have the meaning assigned to them in the
Preferred Subscription Agreement; and

     WHEREAS the parties hereto desire to amend the Preferred
Subscription Agreement pursuant to Section 8.4 therein.

     NOW, THEREFORE, it is agreed as follows:

     1.   Amendment to Section 6.7(a).  Section 6.7(a) of the
Preferred Subscription Agreement is hereby amended and restated
in its entirety to read as follows:

     "(a) Each of the US Company and the Canadian Company shall
     take the actions described in Exhibit C hereto and shall
     use their reasonable best efforts to take all actions
     necessary or advisable and permitted by applicable law to
     complete the Migration on or before June 30, 2004 (the
     "Migration Outside Date") in compliance with all
     applicable laws and regulations.  Each of the US Company
     and the Canadian Company shall update the Purchasers
     regularly on the terms and conditions of and progress made
     towards consummating such Migration."

     2.   Amendment to Section 6.7(b).  Section 6.7(b) of the
Preferred Subscription Agreement is hereby amended and restated
in its entirety to read as follows:

     "(b) Notwithstanding anything herein to the contrary, if
     the Migration does not occur on or prior to the Migration
     Outside Date, the Purchasers shall have the right to
     require the Canadian Company at any time following the
     expiration of the Consultation Period (as defined below)
     upon request by the Purchasers, to (x) exchange the
     Preferred Shares for preferred shares in the capital of
     the Canadian Company having the revised terms set forth on
     Exhibit F hereto and (y) exchange the Warrants (including
     any Warrants issued pursuant to Section 6.7(c)) for
     warrants to purchase common shares in the capital of the
     Canadian Company having the revised  terms set forth on
     Exhibit G hereto (with appropriate adjustments for the
     Warrants issued under Section 6.7(c)), and in each case
     having economic and other rights and preferences with
     respect to the Canadian Company and its Subsidiaries that
     are substantially identical to those applicable to the US
     Company and its Subsidiaries immediately prior to such
     exchange (any such exchange, an "Exchange Event").  If the
     Migration does not occur by August 6, 2005, the US Company
     will have the right to require that the Purchasers
     participate in an Exchange Event.  Following any such
     Exchange Event, all references to any of the Securities or
     the Conversion Shares herein shall be deemed to refer to
     the new securities or conversion shares, respectively, of
     the Canadian Company issued in connection with the
     Exchange Event or thereafter.  "Consultation Period" means
     a 60 day period following the Migration Outside Date,
     during which period the Companies and the Purchasers shall
     discuss in good faith whether there are structuring
     alternatives to an Exchange Event that would preserve for
     the Purchasers the economic and other rights associated
     with direct ownership of Securities and Conversion Shares
     issued by the Canadian Company that could be achieved
     without an exchange of Securities and Conversion Shares
     issued by the US Company, subject to the right of the
     Purchasers in their sole discretion to reject any such
     alternatives.

     3.   Certificate of Designations.  For the avoidance of doubt,
the parties hereto hereby acknowledge and agree that the
references to the "Migration Outside Date" in section 5 of the
Certificate of Designations shall be deemed to refer to the
Migration Outside Date as modified by this Amendment.

     4.   Full Force and Effect.  Except as provided in this
Amendment, the Subscription Agreement shall continue in full
force and effect in accordance with the provisions thereof.

     5.   Miscellaneous.  Pursuant to Section 8.4 of the Preferred
Subscription Agreement, this Amendment shall be effective, as
of the date hereof, at such time as it is executed by WSI and
the Purchasers.  This Amendment shall be construed in
accordance with and governed by the internal law of the State
of New York (without reference to its rules as to conflict of
laws).  The section headings herein are for convenience only
and shall not affect the construction hereof.  This Amendment
may be executed in one of more counterparts, each of which
shall be an original, but all of which together shall
constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed as of the day and year first
above written.



                       CAPITAL ENVIRONMENTAL RESOURCE INC.


                       By: /s/Ivan R. Cairns
                           ___________________________
                           Name:  Ivan R. Cairns
                           Title: Secretary


                       WASTE SERVICES, INC.


                       By: /s/Ivan R. Cairns
                           ___________________________
                           Name:  Ivan R. Cairns
                           Title: Secretary



                       KELSO INVESTMENT ASSOCIATES VI, L.P.

                       By: Kelso GP VI, LLC,
                               its general partner


                       By: /s/George E. Matelich
                           ____________________________
                           Managing Member


                       KEP VI, LLC


                       By: /s/George E. Matelich
                           _____________________________
                           Managing Member