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                                                                    EXHIBIT 4.26

                              WASTE SERVICES, INC.

                         EXECUTIVE EMPLOYMENT AGREEMENT


This Employment Agreement (the "Agreement") is dated as of July 28, 2003 by and
among WASTE SERVICES, INC., a Delaware corporation (the "Company"), CAPITAL
ENVIRONMENTAL RESOURCE INC., an Ontario, Canada corporation ("Capital") and
RONALD L. RUBIN (the "Executive"):

WHEREAS, the Company desires to employ Executive in an executive capacity and
Executive desires to enter into the Company's employ upon the terms and subject
to the conditions set forth herein.

WHEREAS, as of the date of this Agreement, the Company is a wholly-owned
subsidiary of Capital.

WHEREAS, Capital intends to effect a reorganization transaction (the "U.S.
Reorganization Transaction") pursuant to which Capital will become a subsidiary
of the Company.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth
herein, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:

1.    EMPLOYMENT.

The Company shall employ Executive, and Executive shall be employed by the
Company, upon the terms and subject to the conditions set forth in this
Agreement, effective as of September 2, 2003 (the "Effective Date"); PROVIDED,
HOWEVER that as a condition to effectiveness of this Agreement, the Company and
Executive shall have entered into an Indemnification Agreement substantially in
the form of Exhibit A attached hereto.

2.    TERM OF EMPLOYMENT.

Unless sooner terminated pursuant to Section 5 below, the period of Executive's
employment under this Agreement (the "Employment Term") shall be a period of two
years beginning on the Effective Date; provided that, beginning on the first
anniversary of the Effective Date, the Employment Term shall be for a continuous
period of one year, such that on any given date thereafter, the Executive's
Employment Term shall always be one year from the date in question.

3.    DUTIES AND RESPONSIBILITIES.

(a)   Executive shall serve as Executive Vice President and Chief Financial
      Officer of the Company and shall report to the Chief Executive Officer of
      the Company. In such capacity, Executive shall perform the customary
      duties of such positions, along with such other duties as may be assigned
      to Executive from time to time by the Chief Executive Officer and/or by


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      the Board of Directors of the Company (the "Board of Directors") or a duly
      authorized committee thereof; PROVIDED HOWEVER that Executive shall have
      such responsibility and authority as is normally conferred upon such an
      officer.

(b)   During the Employment Term, Executive shall devote his full time and
      attention during normal business hours to the affairs of the Company and
      use his best efforts to perform faithfully and efficiently his duties and
      responsibilities; PROVIDED, HOWEVER, that subject to the limitations of
      Section 8 hereof and to the prior approval of the Chief Executive Officer
      of the Company, Executive may serve on corporate, industry, civic or
      charitable Boards or committees as long as such activities do not
      interfere with the performance of Executive's responsibilities to the
      Company. Executive agrees to act at all times in the best interests of the
      Company and to take no action or make any statement, oral or written,
      which could reasonably be expected by Executive to injure the Company's
      business, financial condition, results of operations, prospects, interests
      or reputation.

(c)   Executive agrees to comply at all times during the Employment Term with
      all applicable policies, rules, codes and regulations of the Company in
      effect from time to time, including, without limitation, all applicable
      codes of ethics or conduct and all policies regarding trading in the
      Company's common stock.

4.    COMPENSATION AND BENEFITS.

(a)   BASE SALARY. During the Employment Term, the Company shall pay Executive a
      base salary at the annual rate of $300,000 USD, or such higher rate as may
      be determined from time to time by the Board of Directors or a duly
      authorized committee thereof (such amount, as increased from time to time,
      the "Base Salary"). Such Base Salary shall be paid on the Company's
      regular pay days in accordance with the Company's standard payroll
      practice for executive officers, subject only to such payroll and
      withholding deductions as may be required by law and other deductions
      applied generally to employees of the Company for insurance and other
      employee benefit plans. For all purposes under this Agreement, Executive's
      Base Salary shall include any amount which is deferred under any
      nonqualified plan or arrangement of the Company.

(b)   INCENTIVE COMPENSATION.

      (i)   ANNUAL CASH BONUS. In addition to the Base Salary, Executive shall
            be eligible for an annual cash bonus (either pursuant to a bonus or
            incentive plan or program of the Company or otherwise) for each
            fiscal year during the Employment Term. Executive's target annual
            cash bonus will be equal to 80% (the "Target Bonus Rate") of his
            Base Salary in effect at the beginning of the relevant fiscal year.
            The amount of the annual cash bonus, which may be higher or lower
            than the Target Bonus Rate, shall be determined by the Board of
            Directors or a duly authorized committee thereof based upon
            applicable corporate and individual performance targets established


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            by the Board of Directors or such committee in its sole discretion
            (the "Annual Bonus"). For all purposes under this Agreement,
            Executive's Annual Bonus shall include any amount which is deferred
            under any nonqualified plan or arrangement of the Company.

      (ii)  LONG-TERM OR SUPPLEMENTAL INCENTIVE COMPENSATION. Executive shall be
            eligible to participate in any supplemental and/or long-term
            incentive compensation plans or programs (which may consist of stock
            options, restricted stock, long-term cash awards or other forms of
            long-term or supplemental incentive compensation) generally made
            available to full-time senior executive officers of the Company.

(c)   BENEFIT PLANS.

      (i)   Executive shall be eligible to participate in and receive benefits
            under all retirement, health and welfare benefit plans, programs and
            arrangements which are from time to time available to full-time
            senior executive officers of the Company in accordance with the
            terms and conditions of such plans, programs and arrangements in
            effect from time to time. Such benefit plans, programs and
            arrangements will include medical, dental and vision benefit plans
            and may include, without limitation, life insurance plans,
            short-term and long-term disability plans, accidental death
            insurance plans, travel accident insurance plans, savings and
            retirement plans and pension plans (all such benefit plans, the
            "Benefit Plans"). Executive agrees to submit to a physical
            examination from time to time as requested by the Company to
            facilitate Executive's participation in one or more Benefit Plans.
            The Company may terminate or reduce benefits under any such plans,
            programs or arrangements to the extent such reductions apply
            uniformly to all full-time senior executive officers of the Company,
            and Executive's benefits shall be reduced or terminated accordingly.
            The Company's obligations under this Section 4(c)(i) are expressly
            conditioned on Executive and his family dependents taking all
            reasonable actions (including but not limited to enrolling in all
            health and welfare benefit programs, plans and arrangements which
            are from time to time available to the Company's full-time senior
            executive officers as and when Executive and his family dependents
            become eligible to participate in such programs, plans and
            arrangements) and providing all information as the Company shall
            reasonably request and as is necessary for the Company to fulfill
            such obligations.

      (ii)  Executive represents that, as of the Effective Date, he is eligible
            under COBRA for the medical, dental and vision insurance benefits
            described on Exhibit B attached hereto (the "COBRA Continuation
            Benefits") under the group health plans of his former employer (the
            "Former Employer") and that he will continue to be eligible for such
            benefits until the end of the COBRA health care continuation period
            under the Former Employer's group health plans (the "COBRA
            Continuation Period"). From the Effective Date until the earlier of
            (A) the end of the COBRA Continuation Period and (B) the date on
            which Executive becomes eligible for a medical, dental and vision
            insurance benefit program of the Company, the Company shall promptly
            reimburse Executive, upon written demand by Executive accompanied by
            supporting invoices, for all premiums charged by the Former Employer
            to Executive for the COBRA Continuation Benefits provided that
            Executive and his family dependents timely and properly elect and


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            maintain COBRA Continuation Benefits under the Former Employer's
            group health plans throughout such period. The Company's obligations
            under this Section 4(c)(ii) are expressly conditioned on Executive
            and his family dependents taking all reasonable actions (including
            but not limited to satisfying all eligibility conditions under COBRA
            during the COBRA Continuation Period) and providing all information
            as the Company shall reasonably request and as is necessary for the
            Company to fulfill such obligations.

(d)   VACATION. In addition to normal statutory holidays recognized by the
      Company, Executive shall be entitled to the greater of (a) four weeks of
      paid vacation for each fiscal year during the Employment Term and (b) such
      other amount of paid vacation as may be afforded executive officers under
      the Company's policies in effect from time to time ("Vacation Time").

(e)   EXPENSE REIMBURSEMENT. The Company shall promptly reimburse Executive for
      travel and other out-of-pocket expenses incident to his position in
      accordance with the Company's customary practices applicable to full-time
      senior executive officers.

(f)   REIMBURSEMENT OF CERTAIN TAX EXPENSES. The Company shall, upon written
      demand by Executive accompanied by supporting invoices, promptly reimburse
      Executive for all costs and expenses (including reasonable legal,
      accounting and other advisory fees) incurred by Executive to prepare
      responses to an Internal Revenue Service audit of, and to otherwise
      defend, his personal income tax return for any year during the Employment
      Term or to defend himself in any administrative proceeding or civil
      litigation relating to any such tax return, in each case that is
      occasioned by or related to any audit by the Internal Revenue Service of
      the Company's income tax returns; PROVIDED, HOWEVER, in no event shall the
      Company be required to reimburse Executive for costs and expenses in
      excess of seventy-five thousand United States dollars ($75,000 USD) in any
      given fiscal year pursuant to this Section 4(f).

(g)   FRINGE BENEFITS AND PERQUISITES. Executive shall be eligible to
      participate in and receive benefits under all fringe benefit plans,
      practices, policies and programs of the Company to the same extent, and
      subject to the same terms and conditions, as those arrangements are made
      available to full-time senior executive officers of the Company.

(h)   REIMBURSEMENT OF MOVING COSTS. The Company shall reimburse Executive for
      actual and reasonable out-of-pocket costs incurred in Executive's move of
      his household goods from his current residence to the Scottsdale, Arizona
      area. The Company shall also pay Executive an additional payment (the
      "Gross-Up Payment") in an amount which, when combined with the
      reimbursement payments retained by Executive after giving effect to the
      application of federal and state income taxes on the reimbursement amount,
      will result in receipt by Executive of a Gross-Up Payment equal to the
      amount of federal and state income taxes imposed on the reimbursements. If
      within two (2) years after the Effective Date Executive's employment is


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      terminated by the Company without Cause pursuant to Section 5(f) hereof or
      by Executive for Good Reason pursuant to Section 5(d) hereof, the Company
      shall also reimburse Executive for actual and reasonable out-of-pocket
      costs incurred in Executive's move of his household goods from the
      Scottsdale, Arizona area back to the area of his current residence, and
      shall also make a Gross-Up Payment with respect to any such reimbursement.


5.    TERMINATION OF EMPLOYMENT.

Executive's employment under this Agreement may be terminated under any of the
circumstances set forth in this Section 5. Upon termination, Executive (or his
beneficiaries or estate as the case may be) shall be entitled to receive the
compensation and benefits described in Section 6 and, if applicable, Section 7
below.

(a)   DEATH. Executive's employment hereunder shall terminate automatically upon
      Executive's death.

(b)   TOTAL DISABILITY. The Company may terminate Executive's employment
      hereunder, by written notice to Executive delivered in accordance with
      Sections 5(g) and 16 hereof, upon a determination pursuant to this Section
      5(b) that Executive is "Totally Disabled." For purposes of this Agreement,
      Executive shall be "Totally Disabled" if, in the good faith determination
      of the Board of Directors or a duly authorized committee thereof, based on
      sound medical advice, Executive has become physically or mentally
      incapable of performing the duties and responsibilities assigned to
      Executive under this Agreement without reasonable accommodation and such
      incapability endures for a continuous period of one hundred eighty (180)
      calendar days or an aggregate of one hundred eighty (180) calendar days in
      any calendar year in which event Executive will be considered Totally
      Disabled upon the satisfaction of the applicable one hundred eighty (180)
      day period. Executive's receipt of disability benefits under the Company's
      long-term disability plan shall be deemed conclusive evidence of Total
      Disability for purposes of this Agreement; provided, however, that a
      determination of Total Disability also may be made by the Board of
      Directors or a duly authorized committee thereof as provided above in the
      absence of Executive's receipt of such long-term disability benefits.

(c)   TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate
      Executive's employment hereunder for "Cause" at any time, by written
      notice to Executive delivered in accordance with Sections 5(g) and 15
      hereof.

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      (i)   For purposes of this Agreement, the term "Cause" shall mean any of
            the following: (A) conviction of a crime (including conviction on a
            nolo contendre plea) involving the commission by Executive of a
            felony or of a misdemeanor involving, in the good faith judgment of
            the Board of Directors, fraud, dishonesty or moral turpitude; (B)
            Executive's deliberate and continual refusal to perform the duties
            and responsibilities assigned to Executive under this Agreement
            (other than as a result of vacation permitted under this Agreement,
            sickness, illness or injury); (C) fraud or embezzlement by
            Executive, determined in accordance with the Company's normal,
            internal investigative procedures consistently applied; (D) gross
            misconduct or gross negligence by Executive in connection with the
            business of the Company or an Affiliate (as defined herein) unless
            Executive reasonably believed, in good faith, that his acts or
            omissions were in or not opposed to the best interests of the
            Company (without intent of Executive to gain therefrom, directly or
            indirectly, a profit to which he was not legally entitled); or (E)
            any material breach by Executive of any of the provisions of Section
            8 of this Agreement or of any provisions of the Confidentiality and
            Proprietary Information Agreement (as defined herein).

      (ii)  Any determination of Cause under this Agreement shall be made by
            resolution duly adopted by the affirmative vote of at least
            two-thirds of the members of the Board of Directors (not including
            Executive if Executive is a member of the Board of Directors) at a
            meeting of the Board of Directors called and held for that purpose;
            PROVIDED that Executive shall have been given -------- written
            notice of such meeting by certified mail at least ten (10) business
            days prior to the meeting and shall have been given the opportunity
            to be heard by the Board of Directors before such resolution is
            passed. The failure by the Company to follow the procedures set
            forth in this Section 5(c)(ii) shall result in the termination of
            the Executive's employment being deemed to be a termination by the
            Company without Cause.

(d)   TERMINATION BY EXECUTIVE FOR GOOD REASON. Executive may terminate his
      employment hereunder for Good Reason after delivery by Executive of
      written notice to the Company in accordance with Sections 5(g) and 15
      hereof within sixty (60) days after the occurrence of a Good Reason Event
      (as hereinafter defined). For purposes of this Agreement, "Good Reason"
      means the occurrence of any of the following events (each a "Good Reason
      Event") without Executive's written consent during the Employment Term:

      (i)   A change in Executive's responsibilities or titles or any other
            action by the Company which represents a material diminution of
            Executive's position, status or authority, except in connection with
            or as a result of the termination of Executive's employment pursuant
            to any provision of this Section 5 (a "Diminution"); PROVIDED,
            HOWEVER that such Diminution shall not constitute "Good Reason" or a
            "Good Reason Event" if the Company remedies such Diminution within


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            ten (10) business days after delivery by Executive of written notice
            to the Company in accordance with Section 15 hereof specifying in
            reasonable detail the facts and circumstances believed by Executive
            to constitute such Diminution.

      (ii)  A reduction by the Company in Executive's Base Salary.

      (iii) A material breach by the Company of Section 4(b) or 4(c) hereof;
            PROVIDED, HOWEVER that such a breach shall not constitute "Good
            Reason" or a "Good Reason Event" if the Company remedies such breach
            within ten (10) business days after delivery by Executive of written
            notice to the Company in accordance with Section 15 hereof
            specifying in reasonable detail the facts and circumstances believed
            by Executive to constitute a material breach of Section 4(b) or
            4(c).

      (iv)  A change of Executive's principal place of employment to a location
            outside the Phoenix/Scottsdale metropolitan area.

      (v)   The failure by the Company to pay Executive any material amount of
            his Base Salary, or any material amount of other compensation, that
            is due and payable under this Agreement within ten (10) business
            days after Executive makes written demand for such amount.

      (vi)  The failure by the Company to enter into a written agreement with
            any entity that purchases all or substantially all of the assets of
            the Company or any entity into which the Company is merged (each a
            "Successor") pursuant to which such Successor agrees to assume all
            of the obligations of the Company under this Agreement at and
            effective as of the closing of such sale of assets or merger.

(e)   VOLUNTARY TERMINATION BY EXECUTIVE. Executive may terminate his employment
      hereunder without Good Reason at any time during the Employment Term after
      providing thirty (30) days' written notice to the Company delivered in
      accordance with Sections 5(g) and 15 hereof.

(f)   TERMINATION BY THE COMPANY WITHOUT CAUSE. At any time during the
      Employment Term, the Company may terminate Executive's employment
      hereunder without Cause by written notice to Executive delivered in
      accordance with Sections 5(g) and 15 hereof. For purposes of this
      Agreement, Executive's employment will be deemed to have been terminated
      "Without Cause" if Executive is terminated by the Company for any reason
      other than Death pursuant to Section 5(a), Total Disability pursuant to
      Section 5(b) or Cause pursuant to Section 5(c).

(g)   NOTICE OF TERMINATION. Any termination of Executive's employment by the
      Company for Cause pursuant to Section 5(c), without Cause pursuant to
      Section 5(f), or as a result of Executive's Total Disability pursuant to
      Section 5(b), or by Executive for Good Reason pursuant to Section 5(d),


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      shall be communicated by Notice of Termination to the other party hereto
      given in accordance with this Agreement. For purposes of this Agreement, a
      "Notice of Termination" means a written notice which (i) indicates the
      specific termination provision in this Agreement relied upon, (ii) sets
      forth in reasonable detail the facts and circumstances claimed to provide
      a basis for termination of Executive's employment under the provision so
      indicated, and (iii) specifies the effective date of termination, if such
      date is other than the date of receipt of such notice (which effective
      date shall not be (A) less than ten (10) business days after the giving of
      such notice in the case of termination by Executive for Good Reason or (B)
      more than 15 days after the giving of such notice in all other cases). Any
      voluntary termination of Executive's employment by Executive pursuant to
      Section 5(e) shall be communicated by written notice to the Company
      specifying (i) that Executive wishes to terminate his employment with the
      Company pursuant to Section 5(e) hereof and (ii) indicating the effective
      date of termination (which effective date shall not be less than 30 days
      after the giving of such notice).

6.    COMPENSATION AND BENEFITS FOLLOWING TERMINATION OF EMPLOYMENT.

In the event that Executive's employment hereunder is terminated, Executive
shall be entitled to the following compensation and benefits upon such
termination:

(a)   COMPENSATION AND BENEFITS PAYABLE FOLLOWING TERMINATION FOR ANY REASON.
      The following compensation and benefits shall be payable upon termination
      of Executive's employment under this Agreement for any reason:

      (i)   Executive or his beneficiaries or estate shall be entitled to
            receive, within fourteen (14) days after the effective date of
            termination, any accrued but unpaid Base Salary for services
            rendered by Executive to the Company prior to the date of
            termination, any accrued but unpaid expenses required to be
            reimbursed under this Agreement, and cash compensation (at a rate
            per day equal to the Base Salary divided by the number of business
            days in the relevant year) for any accrued Vacation Time that
            remained unused by the Executive at the time of termination; and

      (ii)  Any earned benefits to which Executive (or his beneficiaries or
            estate) may be entitled pursuant to the plans, policies and
            arrangements referred to in Sections 4(b), 4(c) and 4(g) hereof
            shall be determined and paid in accordance with the terms of such
            plans, policies and arrangements. In the case of compensation
            previously deferred by Executive, all amounts previously deferred
            and not yet paid by the Company shall be paid to Executive within
            fourteen (14) days after the effective date of termination unless
            such payment is inconsistent with the terms of any payment election
            made by Executive with respect to such deferred compensation.




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(b)   TERMINATION BY REASON OF DEATH. In the event that Executive's employment
      is terminated by reason of Executive's death, the Company shall pay
      Executive's estate the following compensation and benefits in addition to
      the compensation and benefits provided for in Section 6(a) above:

      (i)   Executive's estate shall be entitled to be paid Executive's Base
            Salary at the rate in effect immediately prior to Executive's date
            of death on the Company's regular pay days for a period equal to the
            remainder of the Employment Term from the effective date of
            termination as if his employment had continued until the end of such
            period. The Company may purchase insurance to cover all or any part
            of the obligations set forth in this Section 6(b)(i) and Executive
            agrees to submit to a physical examination from time to time to
            facilitate the procurement or renewal of such insurance. Any
            proceeds of such insurance paid to Executive or his beneficiaries or
            estate shall be considered a portion of the payments required to be
            made to Executive pursuant to this Section 6(b)(i) and shall not be
            in addition thereto.

      (ii)  Executive's dependents shall be entitled to continue to receive
            medical, dental and vision insurance coverage at least equal in type
            and amount to that made available to dependents of full-time senior
            executives of the Company immediately prior to Executive's death for
            a period equal to the remainder of the Employment Term from the
            effective date of termination, or until Executive's dependents
            become eligible for employer-provided health insurance benefits from
            any other person or business entity (whether or not those health
            insurance benefits are comparable to the health insurance benefits
            provided by the Company), whichever occurs first. In the event that
            participation in any such plan, program or arrangement of the
            Company is prohibited, the Company will arrange to provide benefits
            substantially similar to those benefits which Executive's dependents
            would have been entitled to receive under such plan, program or
            arrangement for such period.

      (iii) All of Executive's then outstanding options to purchase shares of
            the Company's common stock shall be vested and exercisable in
            accordance with the terms of the stock option plan of the Company
            pursuant to which such options were granted (the "Governing Stock
            Option Plan") as then in effect.

(c)   TERMINATION BY REASON OF TOTAL DISABILITY. In the event that Executive's
      employment is terminated by reason of Executive's Total Disability
      pursuant to Section 5(b) hereof, the Company shall pay Executive the
      following compensation and benefits in addition to the compensation and
      benefits provided for in Section 6(a) above:

      (i)   Subject to Section 6(c)(ii) below, Executive shall be entitled to be
            paid his Base Salary at the rate in effect immediately prior to the
            effective date of termination on the Company's regular pay days for


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            a period equal to the remainder of the Employment Term from the
            effective date of termination as if his employment had continued
            until the end of such period.

      (ii)  Whenever compensation is payable to Executive under Section 6(c)(i)
            during a period in which he is partially or totally disabled, and
            such disability would (except for the provisions hereof) entitle
            Executive to disability income or salary continuation payments from
            the Company according to the terms of any plan or program presently
            maintained or hereafter established by the Company, the disability
            income or salary continuation paid to Executive pursuant to any such
            plan or program shall be considered a portion of the payments
            required to be made to Executive pursuant to this Section 6(c) and
            shall not be in addition thereto. If disability income is payable
            directly to Executive by an insurance company under the terms of an
            insurance policy paid for by the Company, the amounts paid to
            Executive by such insurance company shall be considered a portion of
            the payment to be made to Executive pursuant to this Section 6(c)
            and shall not be in addition thereto.

      (iii) Executive and his dependents shall be entitled to continue to
            receive medical, dental and vision insurance coverage at least equal
            in type and amount to that made available to full-time senior
            executives of the Company immediately prior to the effective date of
            termination for a period equal to the remainder of the Employment
            Term from the effective date of termination, or until Executive
            becomes eligible for employer-provided health insurance benefits
            from any other person or business entity (whether or not those
            health insurance benefits are comparable to the health insurance
            benefits provided by the Company), whichever occurs first. In the
            event that participation in any such plan, program, or arrangement
            of the Company is prohibited, the Company will arrange to provide
            benefits substantially similar to those benefits which Executive
            would have been entitled to receive under such plan, program, or
            arrangement, for such period.

      (iv)  All of Executive's then outstanding options to purchase shares of
            the Company's common stock shall be vested and exercisable in
            accordance with the terms of the Governing Stock Option Plan, as
            then in effect.

(d)   TERMINATION FOR CAUSE. In the event that Executive's employment is
      terminated by the Company for Cause pursuant to Section 5(c) hereof, the
      Company shall not be obligated to make any payments to Executive under
      this Agreement on or following the effective date of termination, other
      than the compensation and benefits provided for in Section 6(a) above.

(e)   VOLUNTARY TERMINATION BY EXECUTIVE. In the event that Executive terminates
      his employment without Good Reason pursuant to Section 5(e) hereof, the


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      Company shall not be obligated to make any payments to Executive under
      this Agreement on or following the date of termination, other than the
      compensation and benefits provided for in Section 6(a) above.

(f)   TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON.
      In the event that Executive's employment is terminated by the Company
      without Cause pursuant to Section 5(f) hereof or by Executive for Good
      Reason pursuant to Section 5(d) hereof, the Company shall pay to Executive
      the following compensation and benefits in addition to the compensation
      and benefits provided for in Section 6(a) above:

      (i)   Executive shall be entitled to be paid his Base Salary at the rate
            in effect immediately prior to the effective date of termination on
            the Company's regular pay days for a period equal to the remainder
            of the Employment Term from the effective date of termination as if
            his employment had continued until the end of such period.

      (ii)  Executive and his dependents shall be entitled to continue to
            receive medical, dental and vision insurance coverage at least equal
            in type and amount to that made available to full-time senior
            executives of the Company immediately prior to the effective date of
            termination for a period equal to the remainder of the Employment
            Term from the effective date of termination, or until Executive
            becomes eligible for employer-provided health insurance benefits
            from any other person or business entity (whether or not those
            health insurance benefits are comparable to the health insurance
            benefits provided by the Company), whichever occurs first. In the
            event that participation in any such plan, program or arrangement of
            the Company is prohibited, the Company will arrange to provide
            benefits substantially similar to those benefits which Executive
            would have been entitled to receive under such plan, program or
            arrangement for such period.

      (iii) All of Executive's then outstanding options to purchase shares of
            the Company's common stock shall be vested and exercisable in
            accordance with the terms of the Governing Stock Option Plan, as
            then in effect;

      PROVIDED, HOWEVER, that if the Company terminates Executive's employment
      without Cause or Executive terminates his employment with the Company for
      Good Reason within the one-year period preceding, or within the two-year
      period following, a "Change of Control", Executive shall be paid the
      compensation and benefits provided for in Section 7 hereof rather than the
      compensation and benefits provided for in this Section 6(f).

(g)   NO OTHER BENEFITS OR COMPENSATION. Except as may be provided under this
      Agreement or under the terms of any Compensation Plans or Benefit Plans in
      effect and applicable to Executive on the effective date of termination,
      Executive shall have no right to receive any other compensation, or to
      participate in any other plan, arrangement or benefit after such
      termination and all other obligations of the Company and rights of
      Executive under this Agreement shall terminate effective as of the
      effective date of termination.



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7.    CHANGE OF CONTROL.

(a)   RESIGNATION FOLLOWING CHANGE OF CONTROL. If (i) the Company terminates
      Executive's employment without Cause or Executive terminates his
      employment with the Company for Good Reason and (ii) a "Change of Control"
      has occurred within the two-year period preceding, or within the one-year
      period following, the effective date of termination, Executive shall be
      entitled to the compensation described in this Section 7 in addition to
      the compensation and benefits provided for in Section 6(a) above and in
      lieu of the compensation and benefits provided for in Section 6(f) above:

      (i)   a lump sum amount equal to his Base Salary at the rate in effect
            immediately prior to the effective date of termination.

      (ii)  Executive and his dependents shall be entitled to continue to
            receive medical, dental and vision insurance coverage at least equal
            in type and amount to that made available to full-time senior
            executives of the Company immediately prior to the effective date of
            termination for a period equal to the remainder of the Employment
            Term from the effective date of termination, or until Executive
            becomes eligible for employer-provided health insurance benefits
            from any other person or business entity (whether or not those
            health insurance benefits are comparable to the health insurance
            benefits provided by the Company), whichever occurs first. In the
            event that participation in any such plan, program, or arrangement
            of the Company is prohibited, the Company will arrange to provide
            benefits substantially similar to those benefits which Executive
            would have been entitled to receive under such plan, program, or
            arrangement, for such period.

      (iii) All of Executive's then outstanding options to pursuant shares of
            the Company's common stock shall be vested and exercisable in
            accordance with the terms of the Governing Stock Option Plan as then
            in effect.

(b)   DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement, a "Change
      of Control" shall be deemed to have occurred upon the happening of any of
      the following:

      (i)   the sale or lease of all or substantially all of the assets of the
            Company to any other person or entity other than a direct or
            indirect wholly-owned subsidiary or parent of the Company;


                                      -12-
<PAGE>


      (ii)  a merger, amalgamation, consolidation or other reorganization of the
            Company with any other entity (other than a direct or indirect
            wholly-owned subsidiary or parent of the Company) in which the
            Company is not the surviving entity or becomes owned entirely by
            another entity, unless at least 50% of the outstanding voting
            securities of the surviving or parent corporation, as the case may
            be, immediately following such transaction are beneficially held by
            the same persons and/or entities that beneficially held the
            outstanding voting securities of the Company immediately prior to
            such transaction, and such outstanding voting securities are
            beneficially held by such persons and/or entities in the same
            proportion as such persons and/or entities beneficially held the
            outstanding voting securities of the Company immediately prior to
            such transaction;

      (iii) the acquisition of beneficial ownership, as such term is defined in
            the Securities Exchange Act of 1934, as amended (the "Exchange Act")
            in a single transaction or series of related transactions (by tender
            offer or otherwise), of more than 50% of the voting securities of
            the Company by a single person or entity (other than the Company or
            any affiliate (as such term is defined in Rule 12b-2 under the
            Exchange Act) of the Company (each an "Affiliate"), a trustee or any
            other fiduciary or committee of any employee benefit plan of the
            Company, or any corporation owned, directly or indirectly, by the
            stockholders of the Company in substantially the same proportions as
            their ownership of the stock of the Company) or "group" within the
            meaning of Section 13(d)(3) of the Exchange Act, whether through the
            acquisition of previously issued and outstanding voting securities
            or of voting securities that have not been previously issued, or any
            combination thereof;

      (iv)  the voluntary or involuntary dissolution, liquidation or winding up
            of the Company, or the adoption of any resolution with respect
            thereto; or

      (v)   the individuals who constituted the Board of Directors as of the
            Effective Date (the "Incumbent Board") ceasing for any reason to
            constitute at least a majority of the Board of Directors; provided,
            that any person becoming a director whose election or nomination for
            election was approved by a majority of the members of the Incumbent
            Board or who was elected pursuant to Section 5(a) of the Company's
            Certificate of Designations of the Powers, Preferences and other
            Special Rights of the Series A Preferred Stock and the
            Qualifications, Limitations and Restrictions Thereof shall be
            considered, for purposes of this Agreement, a member of the
            Incumbent Board; and provided further that, notwithstanding anything
            herein to the contrary, a Change of Control shall not be deemed to
            have occurred in connection with (i) any public offering of the
            common stock of the Company for cash; (ii) any transaction with an
            entity or group that includes, is affiliated with or is wholly or
            partially controlled by, one or more executive officers of the
            Company in office immediately prior to the transaction that would
            otherwise constitute a Change of Control; (iii) any capital raising


                                      -13-
<PAGE>

            transaction (including any investment by one or more private equity
            funds) for the purpose of financing acquisitions specifically
            identified by the Board of Directors of the Company; or (iv) the
            U.S. Reorganization Transaction.

(c)   Notwithstanding anything herein to the contrary, to the extent that
      Executive has received payments of Base Salary pursuant to Section 6(f)(i)
      hereof at a time when a Change of Control occurs, such payments shall be
      deducted from the lump sum payment required to be made to Executive
      pursuant to Section 7(a)(i) hereof.

8.    RESTRICTIVE COVENANTS

(a)   COMPETITIVE ACTIVITY. Executive covenants and agrees that at all times
      during Executive's employment with the Company, and during the Non-Compete
      Period (as defined below), Executive will not, acting alone or in
      conjunction with others, without the prior written consent of the Company,
      directly or indirectly, engage or participate in, assist, render services
      to or for, or have any active interest or involvement in, whether as an
      employee, principal, agent, consultant, creditor, lender, advisor,
      employer, officer, director, stockholder (excluding holdings by Executive
      of up to 3% of the voting stock of any corporation subject to the periodic
      reporting requirements of the Exchange Act), partner, proprietor or in any
      other individual or representative capacity in or with, (i) any person,
      entity or business which competes, directly or indirectly, with the
      Company or any Affiliate in any of the business areas or territories in
      which the Company or any Affiliate then conducts business, or (ii) any
      development opportunity being pursued by the Company during the
      Non-Compete Period irrespective of geographic location.

(b)   NON-SOLICITATION. Executive covenants and agrees that at all times during
      Executive's employment with the Company, and during the Non-Compete
      Period, Executive will not, without the prior written consent of the
      Company, directly or indirectly (i) induce, solicit or entice any customer
      of the Company or any customer of any Affiliate to patronize any person,
      business or entity which competes, directly or indirectly, with the
      Company or such Affiliate in any of the business areas or territories in
      which the Company or such Affiliate then conducts business; (ii) canvass,
      solicit or accept any business from any customer of the Company or any
      customer of any Affiliate (other than in connection with the performance
      by Executive of his duties and responsibilities for the Company in
      accordance with this Agreement) in any of the business areas or
      territories in which the Company or any Affiliate of the Company then
      conducts business; (iii) request or advise any customer of the Company or
      any customer of any Affiliate to withdraw, curtail or cancel such
      customer's business with the Company or such Affiliate in any of the
      business areas or territories in which the Company or any Affiliate of the


                                      -14-
<PAGE>

      Company then conducts business; (iv) contact, communicate with or solicit
      any acquisition prospect of the Company or any acquisition prospect of any
      Affiliate (other than in connection with the performance by Executive of
      his duties for the Company in accordance with this Agreement); (v)
      disclose to any other person, entity or business the names or addresses of
      any customer or acquisition prospect of the Company or any customer or
      acquisition prospect of any Affiliate (other than as required in
      connection with the performance by Executive of his duties for the Company
      in accordance with this Agreement); (vi) cause, solicit, entice or induce
      any present or future employee of the Company or any present or future
      employee of any Affiliate to leave the employ of the Company or such
      Affiliate, or to accept employment with, or compensation from, Executive
      or any person, entity or business (other than the Company or any
      Affiliate) with which Executive is affiliated or by whom Executive is
      employed; or (vii) use any customer lists or customer leads, mail,
      telephone numbers, printed material or other information obtained from the
      Company or any Affiliate or any employee of any of the foregoing (other
      than in connection with the performance by Executive of his duties for the
      Company in accordance with this Agreement).

(c)   NON-DISPARAGEMENT.

      (i)   Executive covenants and agrees that Executive shall not engage in
            any pattern of conduct that involves the making or publishing of
            written or oral statements or remarks (including, without
            limitation, the repetition or distribution of derogatory rumors,
            allegations, negative reports or comments) which are disparaging,
            deleterious or damaging to the integrity, reputation or good will of
            the Company or any Affiliate or any member of management of the
            Company or any Affiliate.

      (ii)  The Company covenants and agrees that it shall not engage in any
            pattern of conduct that involves the making or publishing of written
            or oral statements or remarks (including, without limitation, the
            repetition or distribution of derogatory rumors, allegations,
            negative reports or comments) which are disparaging, deleterious or
            damaging to the integrity or reputation of Executive.

(d)   PROTECTED INFORMATION. Executive recognizes and acknowledges that
      Executive has had and will continue to have access to various confidential
      and proprietary information concerning the Company and its Affiliates
      which is of a special and unique value. As a condition to commencement of
      Executive's employment hereunder, Executive shall execute a
      Confidentiality and Proprietary Rights Agreement in substantially the form
      of Exhibit C attached hereto (the "Confidentiality and Proprietary Rights
      Agreement"). Any breach by Executive of the Confidentiality and
      Proprietary Rights Agreement shall be considered a breach of this
      Agreement.

(e)   NON-COMPETE PERIOD. For purposes of this Agreement, the term "Non-Compete
      Period" shall have the following meanings:

      (i)   in the event (A) Executive's employment hereunder is terminated by
            the Company without Cause pursuant to Section 5(f), or by Executive
            for Good Reason pursuant to Section 5(d), and (B) a Change of


                                      -15-
<PAGE>

            Control did not occur within the two-year period preceding, and does
            not occur within the one-year period following, the effective date
            of termination, the Non-Compete Period shall mean the period
            beginning on the effective date of termination and having a duration
            equal to the remainder of the Employment Term from the effective
            date of termination;

      (ii)  in the event that (A) Executive's employment hereunder is terminated
            by the Company without Cause pursuant to Section 5(f), or by
            Executive for Good Reason pursuant to Section 5(d), and (B) a Change
            of Control occurred within the two-year period preceding the
            effective date of termination, there shall be no Non-Compete Period;

      (iii) in the event (A) Executive's employment hereunder is terminated by
            the Company without Cause pursuant to Section 5(f), or by Executive
            for Good Reason pursuant to Section 5(d), and (B) a Change of
            Control occurs within the one-year period following the effective
            date of termination, the Non-Compete Period shall mean the period
            beginning on the effective date of termination and ending on the
            effective date of the Change of Control;

      (iv)  in the event Executive's employment hereunder is terminated by
            Executive voluntarily pursuant to Section 5(e), or by the Company
            with Cause pursuant to Section 5(c), the Non-Compete Period shall
            mean the period beginning on the effective date of termination and
            ending on the first anniversary of the effective date of
            termination; and

      (v)   in the event Executive's employment hereunder is terminated by the
            Company upon Death of Executive pursuant to Section 5(a), or upon
            the Total Disability of Executive pursuant to Section 5(b), there
            shall be no Non-Compete Period.


9.    ENFORCEMENT OF COVENANTS.

(a)   TERMINATION OF EMPLOYMENT AND FORFEITURE OF COMPENSATION. Notwithstanding
      anything in this Agreement to the contrary, in the event that the Board of
      Directors or a duly authorized committee thereof determines in its good
      faith judgment that Executive has violated Sections 8(a) or 8(b) hereof,
      the Company shall have the right to suspend or terminate any or all
      remaining payments or benefits payable pursuant to Section 6 and/or 7 of
      this Agreement. Such suspension or termination of benefits shall be in
      addition to and shall not limit any and all other rights and remedies that
      the Company may have against Executive.

(b)   RIGHT TO INJUNCTION. Executive acknowledges that a breach of the covenants
      set forth in Section 8 hereof will cause irreparable damage to the Company
      with respect to which the Company's remedy at law for damages will be
      inadequate. Therefore, in the event of a breach of the covenants set forth
      in Section 8 by Executive or if the Company has reasonable grounds to
      believe that a breach by Executive of the covenants set forth in Section 8


                                      -16-
<PAGE>

      is imminent, Executive and the Company agree that the Company shall be
      entitled to the following particular forms of relief, in addition to
      remedies otherwise available to it at law or in equity; (i) injunctions,
      both preliminary and permanent, enjoining or restraining such breach or
      anticipatory breach and Executive hereby consents to the issuance thereof
      forthwith and without bond by any court of competent jurisdiction; and
      (ii) recovery of all reasonable sums expended and costs, including
      reasonable attorney's fees, incurred by the Company to enforce the
      covenants set forth in Section 8.

(c)   SEPARABILITY OF COVENANTS. The covenants contained in Section 8 hereof
      constitute a series of separate covenants, one for each applicable State
      in the United States and the District of Columbia, and one for each
      province and Territory in Canada. If in any judicial proceeding, a court
      shall hold that any of the covenants set forth in Section 8 exceed the
      time, geographic, or occupational limitations permitted by applicable
      laws, Executive and the Company agree that such provisions shall and are
      hereby reformed to the maximum time, geographic, or occupational
      limitations permitted by such laws. Further, in the event a court shall
      hold unenforceable any of the separate covenants deemed included herein,
      then such unenforceable covenant or covenants shall be deemed eliminated
      from the provisions of this Agreement for the purpose of such proceeding
      to the extent necessary to permit the remaining separate covenants to be
      enforced in such proceeding. Executive and the Company further agree that
      the covenants in Section 8 shall each be construed as a separate agreement
      independent of any other provisions of this Agreement, and the existence
      of any claim or cause of action by Executive against the Company, whether
      predicated on this Agreement or otherwise, shall not constitute a defense
      to the enforcement by the Company of any of the covenants of Section 8.

10.   MITIGATION OF DAMAGES; ATTORNEY'S FEES

            (a) Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment.

            (b) If any legal action is filed by either party to enforce or
interpret any of the provisions of this Agreement, the losing party shall pay to
the prevailing party, in addition to any other amounts awarded in the action,
all reasonable attorney's fees and other fees and costs incurred by the
prevailing party in connection with such legal action, the amount of which shall
be fixed by the court hearing such action and made a part of any judgment
rendered.

11.   WITHHOLDING OF TAXES.

The Company may withhold all applicable taxes from any compensation and benefits
payable under this Agreement.



                                      -17-
<PAGE>

12.   ASSIGNMENT.

Except as otherwise provided in this Agreement, this Agreement shall inure to
the benefit of, and be binding upon, the parties hereto and their respective
heirs, representatives, successors and permitted assigns. The rights, benefits
and obligations of Executive under this Agreement are personal to Executive and
no such right, benefit or obligation shall be subject to voluntary or
involuntary alienation, assignment or transfer; PROVIDED, HOWEVER, that nothing
in this Section 12 shall preclude Executive from designating a beneficiary or
beneficiaries to receive any benefit payable on his death. The Company shall
require any Successor (whether by purchase of all or substantially all of the
assets of the Company or by merger of the Company into another entity) to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would have been required to perform if no such succession had
taken place. Upon any such assignment, all references herein to the Company
shall be deemed to refer to such assignee.

13.   ENTIRE AGREEMENT; AMENDMENT.

This Agreement, together with all schedules, exhibits and other documents
referred to herein, shall supersede any and all existing oral or written
agreements, representations, or warranties between Executive and the Company
relating to the terms of Executive's employment by the Company. This Agreement
may not be amended, nor any provision waived, except by a written instrument
signed by the party against whom such amendment or waiver is sought to be
enforced.

14.   GOVERNING LAW; JURISDICTION.

This Agreement shall be governed by and construed in accordance with the
internal substantive laws of the State of Delaware, without giving effect to the
conflict of law principles thereof. The parties agree that all disputes, legal
actions, suits and proceedings arising out of or relating to this Agreement or
Executive's employment with the Company must be brought exclusively in a federal
district court or state court located in Maricopa County, Arizona. Each party
hereby irrevocably consents and submits to the exclusive jurisdiction of such
courts. No legal action, suit or proceeding with respect to this Agreement or
Executive's employment with the Company may be brought in any other forum. Each
party hereby irrevocably waives all claims of immunity from jurisdiction and any
right to object on the basis that any dispute, action, suit or proceeding
brought in any such court has been brought in an improper or inconvenient forum
or venue.

15.   NOTICES.

Any notice, consent, request or other communication made or given in connection
with this Agreement shall be in writing and shall be deemed to have been duly
given if delivered personally, mailed by registered or certified mail (return
receipt requested), or by confirmed facsimile to those listed below at their
following respective addresses or at such other address as each may specify by


                                      -18-
<PAGE>

notice to the others:

         To the Company or Capital:

                  1005 Skyview Drive
                  Burlington, Ontario L7P 5B1
                  Attention:  General Counsel

         with a copy to:

                  McDermott, Will & Emery
                  600 13th Street, N.W.
                  Washington, DC  20005
                  Attention:  Karen A. Dewis, Esq.

      To Executive: At the address for Executive set forth on the signature page
      below.

16.   MISCELLANEOUS.

(a)   WAIVER. The failure of a party to insist upon strict adherence to any term
      of this Agreement on any occasion shall not be considered a waiver thereof
      or deprive that party of the right thereafter to insist upon strict
      adherence to that term or any other term of this Agreement. The waiver by
      any party hereto of a breach of any provision of this Agreement shall
      neither operate nor be construed as a general waiver or as a specific
      waiver of any subsequent breach by any party, unless otherwise expressly
      provided in such waiver.

(b)   SEPARABILITY. Subject to Section 9 hereof, if any term or provision of
      this Agreement or application thereof to anyone or under any circumstances
      shall be determined to be invalid, illegal or unenforceable by any court
      of competent jurisdiction and cannot be modified to be enforceable, such
      term or provision shall immediately become null and void, leaving the
      remainder of this Agreement in full force and effect.

(c)   HEADINGS. Section headings are used herein for convenience of reference
      only and shall not affect the meaning of any provision of this Agreement.

(d)   RULES OF CONSTRUCTION. Whenever the context so requires, the use of the
      singular shall be deemed to include the plural and vice versa.

(e)   COUNTERPARTS. This Agreement may be executed in any number of
      counterparts, each of which so executed shall be deemed to be an original,
      and such counterparts will together constitute but one Agreement.



                                      -19-
<PAGE>

(f)   COOPERATION. Following termination of employment for any reason, Executive
      agrees that he will cooperate fully with the Company and its counsel with
      respect to any matter (including, without limitation, litigation or
      governmental proceedings) with which Executive was involved during his
      term of employment with the Company. Executive will be available to
      perform such services on a reasonable basis to the extent requested by the
      Company. The Company agrees to cooperate with Executive in scheduling such
      services to minimize disruption of any new employment relationship which
      Executive may have commenced. Subject to the foregoing sentence, Executive
      shall render such cooperation in a timely manner on reasonable notice from
      the Company, and agrees to travel as reasonably requested by the Company
      in connection with performing such services. The Company will reimburse
      Executive's reasonable out-of-pocket expenses incurred in connection with
      providing such services in accordance with the Company's policies as in
      effect from time to time.

(g)   RELEASE. Notwithstanding anything herein to the contrary, the Company
      shall not be required to make any of the payments, or provide any of the
      benefits, to the Executive pursuant to Sections 6 or 7 hereof unless and
      until Executive executes and delivers a release of all claims arising out
      of Executive's employment or termination through the date of the release,
      but excluding claims for indemnification from the Company under the
      Indemnification Agreement attached hereto as Exhibit A, which release
      shall be in a form satisfactory to the Company in its sole discretion.

(h)   SURVIVAL. Notwithstanding anything in this Agreement to the contrary, the
      provisions of Sections 8, 9, 10, 14, 15 and 16 shall survive any
      termination of Executive's employment in accordance with their respective
      terms.

17.   GUARANTEE. Capital hereby guarantees the performance by the Company of the
      Company's obligations under this Agreement; PROVIDED, HOWEVER, that this
      guarantee shall terminate and be of no further force or effect upon
      consummation of the U.S. Reorganization Transaction.


                           [SIGNATURE PAGES TO FOLLOW]



                                      -20-
<PAGE>


IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.

THE COMPANY:

WASTE SERVICES, INC.


By: /s/ Larry D. Henk
    ------------------------------------------
Name:  Larry D. Henk
Title: President and Chief Operating Officer

Date:  July 28, 2003


CAPITAL:

CAPITAL ENVIRONMENTAL RESOURCE INC.


By: /s/ Larry D. Henk
    ------------------------------------------
Name:  Larry D. Henk
Title: President and Chief Operating Officer


EXECUTIVE:


By:    Ronald L. Rubin

Date:  July 28, 2003




                                      -21-