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                                                                    EXHIBIT 4.27

THIS EMPLOYMENT AGREEMENT made as of this 1st day of October, 2003.

B E T W E E N:

                  WASTE SERVICES, INC. ("THE COMPANY" OR "WSI"), a corporation
                  incorporated pursuant to the laws of the State of Delaware and
                  a wholly-owned subsidiary of CAPITAL ENVIRONMENTAL RESOURCE
                  INC. ("CAPITAL") , an Ontario corporation having its head
                  office at 1005 Skyview Drive, Suite 221, Burlington, ON L7P
                  5B1

- AND -

                  BRIAN GOEBEL, an individual having an address at, 5560 NE 26th
                  Avenue, Ft. Lauderdale, FL 33308 (herein either called
                  "GOEBEL" or the "EMPLOYEE")


         WHEREAS, the Company desires to employ Goebel and Goebel desires to
enter into the Company's employ upon the terms and subject to the conditions set
forth in this Agreement;

         AND WHEREAS, the Company and Capital carry on their business in Canada
and the United States through a variety of subsidiaries (the "Affiliated
Corporations");

         AND WHEREAS, Capital intends to effect a reorganization transaction
(the "US Reorganization Transaction") pursuant to which Capital will become an
indirect subsidiary of the Company;

          NOW THEREFORE IN CONSIDERATION of the Employee's employment by WSI,
the mutual provisions contained herein, the compensation to be paid to the
Employee either in the form of salary, other compensation or increases therein
and for good and valuable consideration more particularly set out herein, the
parties agree with each other as follows:

1.       EMPLOYMENT

         WSI hereby employs the Employee and the Employee hereby accepts
         employment upon the terms and conditions of this Agreement effective
         October 1, 2003; PROVIDED HOWEVER that as a condition to effectiveness
         of this Agreement, the Company and Employee 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 of this Agreement, the
         period of Employee's employment under this Agreement (the "Term") shall


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         be a period of two (2) years beginning on the date hereof; provided
         that, beginning on the first anniversary hereof, the Term shall be for
         a continuous period of one (1) year, such that on any given date
         thereafter, the Term shall always be one (1) year from the date in
         question.

3.       DUTIES AND RESPONSIBILITIES

         (a)      The Employee shall have the title of Vice President, Chief
                  Accounting Officer and Corporate Controller and shall report
                  to the Executive Vice President, Chief Financial Officer of
                  Capital and WSI, or his designee, and shall perform such
                  duties, assume such responsibilities and devote such time,
                  attention and energy to the business of Capital, WSI and the
                  Affiliated Corporations as the Company shall reasonably
                  require; PROVIDED HOWEVER that the Employee shall have such
                  responsibility and authority as is normally conferred upon
                  such officer.

         (b)      The Employee shall not, during the Term, be engaged in any
                  other activities if such activities interfere materially with
                  the Employee's duties and responsibilities for WSI, Capital
                  and the Affiliated Corporations. Employee agrees to act at all
                  times in the best interests of the Company and Capital and to
                  take no action or make any statement, oral or written, which
                  could reasonably be expected by Employee to injure the Company
                  or Capital's business, financial condition, results of
                  operations, prospects, interests or reputation.

         (c)      Employee shall (i) comply with all applicable laws, rules and
                  regulations, and all requirements of all applicable
                  regulatory, self-regulatory, and administrative bodies; (ii)
                  comply with the Company and/or Capital's rules, procedures,
                  policies, requirements, and directions, including without
                  limitation all applicable codes of corporate conduct or ethics
                  and all policies regarding trading in the Company or Capital's
                  common stock (provided that in the event of any conflict
                  between the policies, etc. of the Company and Capital, the
                  policies, etc. of Capital shall govern until the US
                  Reorganization Transaction and thereafter the policies of the
                  Company shall govern); and (iii) not engage in any other
                  business or employment without the written consent of the
                  Company except as otherwise specifically provided herein.

4.       COMPENSATION

         For all services rendered by the Employee under this Agreement, WSI
         agrees to compensate the Employee during his employment, as follows:

         (a)      BASE SALARY. Employee's base salary shall be US $195,000.00
                  per annum or such higher rate as may be determined from time
                  to time by the Executive Vice-President, Chief Financial
                  Officer, payable on a periodic basis consistent with WSI's
                  payroll procedures (such amount, as increased from time to
                  time hereunder, 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, subject only to such


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                  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, Employee's Base Salary
                  shall include any amount which is deferred under any
                  nonqualified plan or arrangement of the Company.

         (b)      OTHER COMPENSATION. The Employee shall be entitled and/or
                  eligible to receive the following additional compensation:

                  (i)      ONE-TIME PAYMENT. The Company shall pay the Employee
                           a one-time signing bonus of US$30,000.00, less all
                           applicable withholding taxes, within 30 days of
                           October 1, 2003.

                  (ii)     ANNUAL CASH PERFORMANCE BONUS. In addition to Base
                           Salary, Employee shall be eligible for an annual cash
                           bonus for each fiscal year of the Company during the
                           Term. Employee's target annual cash bonus will be
                           equal to 60% of his Base Salary in effect at the
                           beginning of the relevant fiscal year (the "Annual
                           Bonus"). The amount of the Annual Bonus shall be
                           determined by the Executive Vice-President, Chief
                           Financial Officer, based upon satisfaction of annual
                           performance objectives as fixed from time to time by
                           the Executive Vice-President, Chief Financial
                           Employee's Annual Bonus shall include any amount
                           which is deferred under any nonqualified plan or
                           arrangement of the Company.

                  (iii)    BENEFIT PLANS. Employee and his dependants shall be
                           eligible to participate in and receive benefits under
                           standard group insurance benefits made available to
                           other similarly situated employees of the Company,
                           and such other benefits as may become available from
                           time to time. Such benefits will include dental,
                           medical 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 benefits, the "Benefit Plans"). Employee agrees
                           to submit to a physical examination from time to time
                           as requested by the Company to facilitate Employee's
                           participation in one or more Benefit Plans. The
                           Company may terminate or reduce benefits under any
                           Benefit Plans to the extent such reductions apply
                           uniformly to all full-time, similarly situated
                           employees, and Employee's benefits shall be reduced
                           or terminated accordingly. The Company's obligations
                           under this section 3 (b) (iii) are expressly
                           conditioned on Employee 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 similarly situated
                           Officer. For all purposes under this Agreement,


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                           employees of the Company as and when Employee and his
                           family dependents become eligible to participate in
                           such programs, plans and arrangements) and providing
                           all information as the Company may reasonably request
                           and is necessary for the Company to fulfill such
                           obligations.

                  (iv)     CAR. WSI shall provide the Employee with a leased
                           vehicle (or equivalent car allowance) commensurate
                           with his position.

                  (v)      VACATION. In addition to usual statutory holidays
                           recognized by the Company, Employee shall be entitled
                           to four (4) weeks of paid vacation in each fiscal
                           year, to be taken at such times as mutually agreed
                           between the Employee and the person to whom Employee
                           reports. Vacation may only be taken within the year
                           of entitlement and may not be accumulated from year
                           to year unless otherwise mutually agreed.

         (c)      EXPENSES. Employee shall be reimbursed for all expenses
                  reasonably and actually incurred in the performance of his
                  duties, subject to submission of appropriate documentation in
                  accordance with the Company's expense reimbursement policy in
                  effect from time to time.

         (d)      MOVING COSTS. The Company shall reimburse Employee for actual
                  and reasonable out-of-pocket costs incurred in Employee's move
                  of his household goods from his current residence to the
                  Scottsdale, Arizona area. The Company shall also pay Employee
                  an additional payment (the "Gross-Up Payment") in an amount
                  which, when combined with the reimbursement payments retained
                  by Employee after giving effect to the application of federal
                  and state income taxes on the reimbursement amount, will
                  result in receipt by Employee of a Gross-Up Payment equal to
                  the amount of federal and state income taxes imposed on the
                  reimbursements. If within one (1) year after the date hereof
                  Employee's employment is terminated by the Company without
                  cause, the Company shall also reimburse Employee for actual
                  and reasonable out-of-pocket costs incurred in Employee'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

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

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

         (b)      TOTAL DISABILITY. The Company may terminate Employee's
                  employment hereunder, by written notice to Employee delivered
                  in accordance with Section 15 hereof, upon a determination
                  pursuant to this section 5 (b) that the Employee is "Totally
                  Disabled". For purposes of this Agreement, Employee shall be
                  "Totally Disabled" if Employee is physically or mentally
                  incapacitated so as to render Employee incapable of performing
                  his usual and customary duties under this Agreement for a
                  continuous period of one hundred and eighty (180) days or an
                  aggregate total of one hundred and eighty days (180) days in


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                  any calendar year. Employee's receipt of disability benefits
                  under the Company's long-term disability plan or receipt of
                  other disability benefits shall be deemed conclusive evidence
                  of Totally Disabled for the purposes of this Agreement;
                  PROVIDED HOWEVER, in the absence of Employee's receipt of such
                  long-term disability benefits or other disability benefits,
                  the Company may, in its reasonable discretion (but based upon
                  appropriate medical evidence) determine that Employee is
                  Totally Disabled.

         (c)      TERMINATION BY THE COMPANY FOR CAUSE. Employee's employment
                  hereunder may be terminated by the Company for "Cause". 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 Employee
                  of a felony or of a misdemeanor involving, in the good faith
                  judgment of the Board of Directors, fraud, dishonesty or moral
                  turpitude; (B) Employee's deliberate and continual refusal to
                  perform the duties and responsibilities assigned to Employee
                  under this Agreement (other than as a result of vacation
                  permitted under this Agreement, sickness, illness or injury);
                  (C) fraud or embezzlement by Employee, determined in
                  accordance with the Company's normal, internal investigative
                  procedures consistently applied; (D) gross misconduct or gross
                  negligence by Employee in connection with the business of the
                  Company or an Affiliated Corporation (as defined herein)
                  unless Employee 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 Employee to gain therefrom,
                  directly or indirectly, a profit to which he was not legally
                  entitled); or (E) any material breach by Employee 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). The Company shall provide the
                  Employee with written notice setting forth in reasonable
                  detail the facts and circumstances deemed to provide the basis
                  for termination of the Employee's employment for Cause at the
                  time of such termination.

         (d)      TERMINATION BY THE COMPANY WITHOUT CAUSE. At any time during
                  the Term, the Company may terminate Employee's employment
                  hereunder without Cause by written notice to Employee
                  delivered in accordance with Section 15 hereof. For purposes
                  of this Agreement, Employee's employment shall be deemed to
                  have been terminated "Without Cause" if Employee 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).

         (e)      VOLUNTARY TERMINATION BY EMPLOYEE. Employee may terminate his
                  employment hereunder at any time during the Term after
                  providing not less than thirty (30) days' written notice to
                  the Company delivered in accordance with Section 15 hereof.

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         (f)      TERMINATION BY EMPLOYEE FOR GOOD REASON. Employee may
                  terminate his employment hereunder for Good Reason after
                  delivery by Employee of written notice to the Company in
                  accordance with Section 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 written consent during the Term:

                  (i)      A change in Employee's responsibilities or titles or
                           any other action by the Company which represents a
                           material diminution of Employee's position, status or
                           authority, except in connection with or as a result
                           of the termination of Employee's employment pursuant
                           to any provision of this Section 5 (a "Dimunition");
                           PROVIDED, HOWEVER that such Dimunition shall not
                           constitute "Good Reason" or a "Good Reason Event" if
                           the Company remedies such Dimunition within ten (10)
                           business days after delivery by Employee of written
                           notice to the Company in accordance with Section 15
                           hereof specifying in reasonable detail the facts and
                           circumstances believed by Employee to constitute such
                           Dimunition.

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

                  (iii)    A material breach by the Company of Section 4(b)(ii)
                           or (iii) 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 Employee of
                           written notice to the Company in accordance with
                           Section 15 hereof specifying in reasonable detail the
                           facts and circumstances believed by Employee to
                           constitute a material breach of Section 4(b)(ii) or
                           (iii).

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

                  (v)      The failure by the Company to pay Employee 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 Employee 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


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                           "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.


6.       COMPENSATION AND BENEFITS FOLLOWING TERMINATION OF EMPLOYMENT.

         If Employee's employment is terminated, Employee shall be entitled to
         the following compensation and benefits:

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

                  (i)      Employee 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 Employee
                           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 Base Salary divided by the
                           number of business days in the relevant year) for any
                           accrued Vacation Time that remained unused by the
                           Employee at the time of termination; and

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

         (b)      TERMINATION ON DEATH. If Employee's employment is terminated
                  by reason of Employee's death, pursuant to Section 5(a)
                  hereof, the Company shall pay the Employee's estate or
                  beneficiaries the following compensation and benefits in
                  addition to the compensation and benefits provided pursuant to
                  Section 6(a) above.

                  (i)      Employee 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 Term from the effective date of termination as
                           if employment had continued until the end of such
                           period; and

                  (ii)     Employee's dependents shall be entitled to continue
                           to receive medical, dental and vision insurance


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                           coverage at least equal in type and amount to that
                           made available to similarly situated employees of the
                           Company immediately prior to the effective date of
                           termination for a period equal to the remainder of
                           the Term from the effective date of termination, or
                           until Employee'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. If 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 Employee would have been entitled to receive
                           under such plan, program or arrangement for such
                           period.

                  (iii)    All of the Employees then outstanding options to
                           purchase common shares of Capital or the Company, as
                           the case may be, shall be vested and exercisable in
                           accordance with the terms of the Company or Capital's
                           Employee Stock Option Plan pursuant to which such
                           options were granted.

         (c)      TERMINATION ON TOTAL DISABILITY. If Employee's employment is
                  terminated by reason of Employee's Total Disability, pursuant
                  to Section 5(b) hereof, the Company shall pay the Employee the
                  following compensation and benefits in addition to the
                  compensation and benefits provided pursuant to Section 6(a)
                  above.

                  (i)      Subject to Section 6(c)(ii) below, Employee 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 Term from the
                           effective date of termination as if employment had
                           continued until the end of such period; and

                  (ii)     Whenever compensation is payable to Employee 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
                           Employee 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 Employee pursuant to any
                           such plan or program shall be considered a portion of
                           the payments required to be made to Employee pursuant
                           to this Section 6(c) and shall not be in addition
                           thereto. If disability income is payable directly to
                           Employee by an insurance company under the terms of
                           an insurance policy paid for by the Company, the
                           amounts paid to Employee by such insurance company
                           shall be considered a portion of the payment to be
                           made to Employee pursuant to this Section 6(c) and
                           shall not be in addition thereto.

                  (iii)    Employee 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 similarly situated


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                           employees of the Company immediately prior to the
                           effective date of termination for a period equal to
                           the remainder of the Term from the effective date of
                           termination, or until Employee 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. If 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 Employee would have been entitled to receive
                           under such plan, program or arrangement for such
                           period.

                  (iv)     All of the Employees then outstanding options to
                           purchase common shares of Capital or the Company, as
                           the case may be, shall be vested and exercisable in
                           accordance with the terms of the Company or Capital's
                           Employee Stock Option Plan pursuant to which such
                           options were granted.

         (d)      TERMINATION FOR CAUSE. If Employee'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
                  Employee under this Agreement following the date of
                  termination, other than the compensation and benefits
                  described in Section 6(a) above.

         (e)      VOLUNTARY TERMINATION BY EMPLOYEE. If Employee terminates his
                  employment pursuant to Section 5(e) hereof, the Company shall
                  not be obligated to make any payments to Employee under this
                  Agreement following the date of termination, other than the
                  compensation and benefits described in Section 6(a) above.

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

                  (i)      Employee 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 twelve (12)
                           months. Such payments shall be made from the
                           effective date of termination as if employment had
                           continued until the end of such period; and

                  (ii)     Employee 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 similarly situated
                           employees of the Company immediately prior to the


                                      -9-
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                           effective date of termination for a period equal to
                           the remainder of the Term from the effective date of
                           termination, or until Employee 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. If 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 Employee would have been entitled to receive
                           under such plan, program or arrangement for such
                           period.

                  (iii)    All of the Employees then outstanding options to
                           purchase common shares of Capital or the Company, as
                           the case may be, shall be vested and exercisable in
                           accordance with the terms of the Company or Capital's
                           Employee Stock Option Plan pursuant to which such
                           options were granted.

         (g)      NO OTHER BENEFITS OR COMPENSATION. Except as may be
                  provided under this Agreement or under the terms of any
                  Benefit Plans then in effect and applicable to the Employee on
                  the effective date of termination, Employee 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
                  Employee under this Agreement shall terminate effective as of
                  the effective date of termination.

7.       RESTRICTED COVENANTS

         (a)      COMPETITIVE ACTIVITY. Employee covenants and agrees that at
                  all times during Employee's employment with the Company, and
                  during the Non-Compete Period (as defined below), Employee
                  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 Employee 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, any person, entity or business which
                  competes, directly or indirectly, with the Company, Capital or
                  any Affiliated Corporation in any of the business areas or
                  territories in which the Company, Capital or any Affiliate
                  conducts business during the Term or the Non-Compete Period,
                  as the case may be.

         (b)      NON-SOLICITATION. Employee covenants and agrees that at all
                  times during Employee's employment with the Company, and
                  during the Non-Compete Period, Employee will not, without the
                  prior written consent of the Company, directly or indirectly
                  (i) induce, solicit or entice any customer of the Company, any
                  customer of Capitals or any customer of any Affiliated
                  Corporation to patronize any person, business or entity which
                  competes, directly or indirectly, with the Company, Capital or
                  such Affiliated Corporation in any of the business areas or
                  territories in which the Company, Capital or such Affiliated
                  Corporation conducts business during the Term or the
                  Non-Compete Period, as the case may be; (ii) canvass, solicit
                  or accept any business from any customer of the Company, any


                                      -10-
<PAGE>

                  customer of Capital or any customer of any Affiliated
                  Corporation (other than in connection with the performance by
                  Employee of his duties and responsibilities for the Company in
                  accordance with this Agreement); (iii) request or advise any
                  customer of the Company, or any customer of Capital or any
                  customer of any Affiliated Corporation to withdraw, curtail or
                  cancel such customer's business with the Company, Capital or
                  such Affiliated Corporation; (iv) contact, communicate with or
                  solicit any acquisition prospect of the Company, or any
                  acquisition prospect of Capital or any acquisition prospect of
                  any Affiliated Corporation (other than in connection with the
                  performance by Employee 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 Capital, or any customer
                  or acquisition prospect of any Affiliated Corporation (other
                  than as required in connection with the performance by
                  Employee 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 Capital, or any present or future employee of any
                  Affiliated Corporation to leave the employ of the Company,
                  Capital or such Affiliated Corporation, or to accept
                  employment with, or compensation from Employee or any person,
                  entity or business (other than the Company, Capital or any
                  Affiliated Corporation) with which Employee is affiliated or
                  by whom Employee is employed; or (vii) use any customer lists
                  or customer leads, mail, telephone numbers, printed material
                  or other information obtained from the Company, Capital or any
                  Affiliated Corporation or any employee of any of the foregoing
                  (other than in connection with the performance by Employee of
                  his duties for the Company in accordance with this Agreement).

         (c)      NON-DISPARGEMENT.

                  (i)    Employee covenants and agrees that Employee 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
                         goodwill of the Company, or Capital or any Affiliated
                         Corporation or any member of management of the Company,
                         Capital or any Affiliated Corporation.

                  (ii)   The Company, Capital and the Affiliated Corporations
                         covenant and agree that they 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 Employee.

         (d)      PROTECTED INFORMATION. Employee recognizes and acknowledges
                  that Employee has had and will continue to have access to
                  various confidential and proprietary information concerning


                                      -11-
<PAGE>

                  the Company, Capital and the Affiliated Corporations which is
                  of a special and unique value. As a condition to commencement
                  of Employee's employment hereunder, Employee shall execute a
                  Confidentiality and Proprietary Rights Agreement in
                  substantially the form of Exhibit B attached hereto (the
                  "Confidentiality and Proprietary Rights Agreement"). Any
                  breach by Employee 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) Employee's employment hereunder is
                           terminated by the Company without Cause pursuant to
                           Section 5(d), the Non-Compete Period shall mean the
                           period beginning on the effective date of termination
                           and ending on the last date on which Employee
                           receives cash compensation pursuant to Section 6(f)
                           above.

                  (ii)     In the event Employee's employment hereunder is
                           terminated by the Company with Cause pursuant to
                           Section 5(c), or by Employee voluntarily pursuant to
                           Section 5(e), 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.

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

8.       ENFORCEMENT OF COVENANTS.

         (a)      TERMINATION OF EMPLOYMENT AND FORFEITURE OF COMPENSATION.
                  Notwithstanding anything in this Agreement to the contrary, in
                  the event that the Company determines in its good faith
                  judgment that Employee has violated Sections 7(a) or 7(b)
                  hereof, the Company shall have the right to suspend or
                  terminate any or all remaining payments or benefits payable
                  pursuant to Section 6 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 Employee.

         (b)      RIGHT TO INJUNCTION. Employee acknowledges that a breach of
                  the covenants set forth in Section 7 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 7 by Employee or if the Company has reasonable
                  grounds to believe that a breach by Employee of the covenants
                  set forth in Section 7 is imminent, Employee 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


                                      -12-
<PAGE>
                  Employee 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 7. If 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 Employee would
                  have been entitled to receive under such plan, program or
                  arrangement for such period.

         (c)      SEPARABILITY OF COVENANTS. The covenants contained in Section
                  7 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 7 exceed the time,
                  geographic, or occupational limitations permitted by
                  applicable laws, Employee 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. Employee and the Company further agree that the
                  covenants in Section 7 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 Employee 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
                  7. If 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
                  Employee would have been entitled to receive under such plan,
                  program or arrangement for such period.

9.       ATTORNEY'S FEES.

         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.

10.      WITHHOLDING OF TAXES.

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


                                      -13-
<PAGE>


11.      ENTIRE AGREEMENT

         The Employee acknowledges receipt of a copy of this Agreement (together
         with any attachments hereto), which has been executed in duplicate and
         agrees that it is the entire Agreement with WSI and supersedes any and
         all previous oral or written agreements or representations respecting
         or relating in any way to the Employee's employment including but not
         limited to its terms and conditions. It is further agreed that this
         Agreement can only be amended by an agreement in writing signed by both
         the Employee and an officer of WSI.

12.      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 Employee'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
         Employee'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, suite or proceeding brought in any such court has been brought
         in an improper or inconvenient forum or venue.

13.      ASSIGNMENT

         The Employee acknowledges that WSI may assign this Agreement to Capital
         or any of the Affiliated Corporations, to any corporation with which
         they are merged or amalgamated, or to any third party acquiring all or
         part of any of the businesses of WSI or Capital provided that 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.

14.      OPPORTUNITY TO SEEK INDEPENDENT ADVICE

         The Employee recognizes that this Agreement is an important document
         that affects his legal rights. For this reason, Employee may wish to
         seek independent legal advice before accepting the terms stated herein.
         The Employee acknowledges that he has had an opportunity to seek such
         independent legal advice. The Employee acknowledges that he has read
         and understands the provisions contained herein and acknowledges
         receipt of a copy of this Agreement.


                                      -14-
<PAGE>

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 notice to the others:

         To the Company or Capital:

                  1005 Skyview Drive, Suite 221
                  Burlington, Ontario
                  L7P 5B1
                  Attention:  General Counsel

         with a copy to:

                  To Employee:  At the address for Employee set forth on
                                page 1 above.

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 8 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.



                                      -15-
<PAGE>

         (f)      COOPERATION. Following termination of employment for any
                  reason, Employee 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 Employee was involved during his Term of employment
                  with the Company. Employee will be available to perform such
                  services on a reasonable basis to the extent requested by the
                  Company. The Company agrees to cooperate with Employee in
                  scheduling such services to minimize disruption of any new
                  employment relationship which Employee may have commenced.
                  Subject to the foregoing sentence, Employee shall render such
                  cooperation in a timely manner or 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 Employee 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 Employee pursuant to
                  Section 6 hereof unless and until Employee executes and
                  delivers a release of all claims arising out of Employee'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 7, 8, 9, 10, 12, 15 and
                  16 shall survive any termination of Employee'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.



                                      -16-
<PAGE>

IN WITNESS WHEREOF the parties have executed this Agreement as of the date set
forth above.

WASTE SERVICES, INC.


/s/ Ronald L. Rubin
-------------------------------------------------
RONALD L. RUBIN
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER

CAPITAL ENVIRONMENTAL RESOURCE INC.


/s/ Ronald L. Rubin
-------------------------------------------------
RONALD L. RUBIN
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER


/s/ Brian Goebel
-------------------------------------------------
BRIAN GOEBEL






                                      -17-