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                                                                    Exhibit 10.4


                              AMENDMENT NUMBER ONE

         This AMENDMENT NUMBER ONE (hereinafter the "Amendment") is made and
entered into as of this 31 day of January, 2003, by and between REPUBLIC
SERVICES, INC., a Delaware corporation, (hereinafter the "Company") and DAVID
A. BARCLAY, a Florida Resident (hereinafter the "Employee"):

                                    RECITALS

         WHEREAS, the Company and the Employee have heretofore entered into a
certain Employment Agreement dated as of October 25, 2000 ("Employment
Agreement"; terms defined therein being used herein as therein defined); and

         WHEREAS, the Company and the Employee wish to make amendments to the
Employment Agreement as set forth below;

         A.       For all purposes therein, Section 2 of the Employment
Agreement is hereby amended to insert the following:

         2.       Compensation.

                                      ***

         (l)      Tax and Estate Planning. During the term of this Agreement,
                  the Employee shall be reimbursed, on an annual basis, for all
                  out-of-pocket expenses reasonably incurred by him for
                  financial, tax and estate planning, provided that the total
                  amount of such reimbursement for any year shall not exceed
                  two percent (2%) of his Base Salary in such year. The
                  Employee shall retain the right to determine the provider for
                  any such services.

         B.       For all purposes therein, Section 4(a) of the Employment
Agreement is hereby deleted and substituted in lieu thereof is the following:

         4.       Termination of Employment by Employee for Change of Control.

         (a)      Termination Rights. Notwithstanding the provisions of Section
                  2 and Section 3 of this Agreement, in the event that there
                  shall occur a Change of Control (as defined below) of the
                  Company and within two years after such Change of Control the
                  Employee's employment hereunder is terminated by the Company
                  without Cause or by the Employee for Good Reason, then the
                  Company shall be required to pay to the Employee (i) the


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                  Severance Payment provided in Section 3(c), except that the
                  continuation of Salary under 3(c) shall be for three (3)
                  years from the date of termination and that the Severance
                  Payment shall be paid in a single lump sum in full, (ii) the
                  product of three multiplied by the maximum Bonus that
                  Employee would have been eligible for with respect to the
                  Fiscal Year in which such termination occurs, assuming that
                  all performance objectives are met, in a single lump sum. The
                  foregoing payments shall be made no later than 10 days after
                  the Employee's termination pursuant to this Section 4. To the
                  extent that payments are owed by the Company to the Employee
                  pursuant to this Section 4, they shall be made in lieu of
                  payments pursuant to Section 3, and in no event shall the
                  Company be required to make payments or provide benefits to
                  the Employee under both Section 3 and Section 4.

         C.       All other provisions or terms of the Employment Agreement are
hereby ratified and confirmed, including but not limited to, the provisions and
terms of Sections 5, 6, and 7 thereof.

         IN WITNESS WHEREOF, the Company and the Employee have executed this
Amendment effective as of the date first written above.


                                    REPUBLIC SERVICES, INC., a Delaware
                                    corporation


                                    By: /s/ James E. O'Connor
                                       ----------------------------------------

                                    Its: Chairman and Chief Executive Officer
                                        ---------------------------------------

                                    EMPLOYEE:

                                    /s/ David A. Barclay
                                    -------------------------------------------
                                    DAVID A. BARCLAY


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