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                                                                   EXHIBIT 10.37

                           SECOND AMENDED AND RESTATED
                    2004 WCA WASTE CORPORATION INCENTIVE PLAN

                             STOCK OPTION AGREEMENT

     This Stock Option Agreement (this "Agreement") is dated and effective as of
_________, 20__ (the "Grant Date"), between WCA Waste Corporation, a Delaware
corporation (the "Company"), and _______________ ("Optionee").

                                    RECITALS

     1. The Company has adopted the Second Amended and Restated 2004 WCA Waste
Corporation Incentive Plan (the "Plan"), which permits the grant of, among other
things, [Non-Qualified] [Non-Employee Director] [Incentive] Options ("Options")
to purchase shares of the Company's common stock ("Common Stock") to [Employees]
[Non-Employee Directors] [Consultants] of the Company and its Affiliates.

     2. Optionee is [an Employee] [a Non-Employee Director] [a Consultant] of
[an Affiliate of] the Company, and the Company wants to issue Options to
Optionee.

     NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:

                                    AGREEMENT

     Section 1. DEFINITIONS. Each capitalized term used and not otherwise
defined herein shall have the meaning ascribed to such term in the Plan.

     Section 2. GRANT OF OPTIONS. The Company hereby grants to Optionee
[Non-Qualified] [Non-Employee Director] [Incentive] Options to purchase up to
_________ shares of Common Stock at an exercise price of $_______ per share.
Subject to the provisions of Section 3 of this Agreement and all other
applicable provisions of the Plan, the Options granted by this Section 2 may be
exercised in whole or in part, as provided by the Plan, on or before
___________, 20___.

     Section 3. VESTING. Subject to the further provisions of the Plan, the
Options shall vest and become exercisable in accordance with the following
schedule:

          Grant Date                    _____________ shares
          1st Anniversary of Grant Date _____________ shares
          2nd Anniversary of Grant Date _____________ shares
          3rd Anniversary of Grant Date _____________ shares

     Section 4. PLAN GOVERNS. Optionee hereby acknowledges receipt of a copy the
Plan. This Agreement and the Options granted under this Agreement are in all
respects governed by and subject to the terms and conditions of the Plan, which
is incorporated by reference into

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this Agreement as if it had been repeated word-for-word in this Agreement. In
the event of any conflict between any provision of this Agreement and any
provision of the Plan, the provision of the Plan shall govern.

     EXECUTED EFFECTIVE as of the date set forth above:

                                        COMPANY:

                                        WCA WASTE CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


ACCEPTED:

OPTIONEE:


-------------------------------------
       [Signature of Optionee]


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