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                                                                   EXHIBIT 10.39

             SECOND AMENDED AND RESTATED 2004 WCA WASTE CORPORATION
                                 INCENTIVE PLAN

                             RESTRICTED STOCK GRANT

                        [FORM FOR NON-EMPLOYEE DIRECTORS]

     1. GRANT OF RESTRICTED SHARES. WCA Waste Corporation, a Delaware
corporation (the "Company"), hereby grants to ________________ ("Participant")
all rights, title and interest in the record and beneficial ownership of
_________________ (_____) shares (the "Restricted Shares") of common stock,
$0.01 par value per share, of the Company ("Common Stock"), subject to the
conditions described in this grant of Restricted Stock (the "Grant") and in the
Second Amended and Restated 2004 WCA Waste Corporation Incentive Plan (the
"Plan"). The Restricted Shares are granted, effective as of ___________, 20___
(the "Grant Date"). All capitalized terms not otherwise defined herein shall
have the meaning set forth in the Plan.

     2. ISSUANCE AND TRANSFERABILITY. Certificates representing the shares
granted hereunder shall be registered in the name of the Participant and during
the Restricted Period shall be left on deposit with the Company, and shall be
marked with the following legend:

     "The shares represented by this certificate have been issued pursuant to
     the terms of the Second Amended and Restated 2004 WCA Waste Corporation
     Incentive Plan, and may not be sold, pledged, transferred, assigned or
     otherwise encumbered in any manner except as is set forth in the terms of
     such award effective as of __________, 20___."

Such shares are not transferable except pursuant to a domestic relations order
of the court of proper jurisdiction in a divorce proceeding. No right or benefit
hereunder shall in any manner be liable for or subject to any debts, contracts,
liabilities, or torts of Participant.

     3. RISK OF FORFEITURE. Except as otherwise provided in this Grant,
Participant shall immediately forfeit all rights to any nonvested portion of the
Restricted Shares in the event of termination, resignation or removal of
Participant from Board service under circumstances that do not cause Participant
to become fully vested under the terms of the Plan.

     4. VESTING. Subject to Paragraph 3 hereof, Participant shall fully vest in
his or her rights under the Restricted Shares and the Company's right to
repurchase such shares shall lapse with respect to 100% of the Restricted Shares
on January 1, 20___. Notwithstanding the provisions of the immediately preceding
sentence to the contrary, 100% of any otherwise nonvested Restricted Shares
shall become fully vested upon termination of Participant's Board service on
account of his death, Disability or a Change in Control.

     5. OWNERSHIP RIGHTS. Subject to the restrictions set forth in this Grant,
the Plan and Paragraph 8, Participant is entitled to all voting and ownership
rights applicable to the Restricted Shares, including the right to receive any
cash dividends that may be paid on the Restricted Shares, which dividends shall
be accrued during the restriction period and shall be

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paid as soon as practicable after, but not later than the 15th day of the third
month following, the month in which the Restricted Shares vest.

     6. CERTAIN RESTRICTIONS. By executing this Grant, Participant acknowledges
that he or she has received a copy of the Plan and that the Restricted Shares
are subject to all of the restrictions set forth in the Plan, and agrees that he
or she will enter into such written representations, warranties and agreements
and execute such documents as the Company may reasonably request in order to
comply with the securities law or any other applicable laws, rules or
regulations, or with this document or the terms of the Plan.

     7. REORGANIZATION OF THE COMPANY. The existence of this Grant shall not
affect in any way the right or power of the Company or its stockholders to make
or authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business; any merger or
consolidation of the Company; any issue of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Restricted Shares or the rights
thereof; the dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.

     8. RECAPITALIZATION EVENTS. In the event of stock dividends, spin-offs of
assets or other extraordinary dividends, stock splits, combinations of shares,
recapitalizations, mergers, consolidations, reorganizations, liquidations,
issuances of rights or warrants and similar transactions or events involving the
Company ("Recapitalization Events"), then for all purposes references herein to
Common Stock or to Restricted Shares shall mean and include all securities or
other property (other than cash) that holders of Common Stock of the Company are
entitled to receive in respect of Common Stock by reason of each successive
Recapitalization Event, which securities or other property (other than cash)
shall be treated in the same manner and shall be subject to the same
restrictions as the underlying Restricted Shares.

     9. AMENDMENT AND TERMINATION. No amendment or termination of this Grant
shall be made by the Company at any time without the written consent of
Participant.

     10. WITHHOLDING OF TAXES. Participant agrees that, if he makes an election
under Section 83(b) of the Internal Revenue Code of 1986, as amended, with
regard to the Restricted Shares, he will so notify the Company in writing within
two (2) days after making such election, so as to enable the Company to timely
comply with any applicable governmental reporting requirements. The Company
shall have the right to take any action as may be necessary or appropriate to
satisfy any federal, state or local tax withholding obligations.

     11. NO GUARANTEE OF TAX CONSEQUENCES. The Company makes no commitment or
guarantee to Participant that any federal or state tax treatment will apply or
be available to any person eligible for benefits under this Grant.

     12. NO GUARANTEE OF BOARD SERVICE. Nothing herein shall be construed as
limiting any right which the Board or the stockholders may have to terminate at
any time, with or without cause, the Board service of any person.


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     13. SEVERABILITY. In the event that any provision of this Grant shall be
held illegal, invalid, or unenforceable for any reason, such provision shall be
fully severable and shall not affect the remaining provisions of this Grant, and
the Grant shall be construed and enforced as if the illegal, invalid, or
unenforceable provision had never been included herein.

     14. GOVERNING LAW. The Grant shall be construed in accordance with the laws
of the State of Delaware to the extent that federal law does not supersede and
preempt Delaware law.

     Executed and effective as of the Grant Date.

                                        COMPANY:

                                        WCA WASTE CORPORATION


                                        By:
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                                        PARTICIPANT


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                                        Address:
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