This  Agreement  (herein so called) is made and entered  into as of the 4th
day of January 1995, by and between  Continental Waste  Industries,  Inc., a New
Jersey  corporation  (hereinafter  referred  to as  "Employer"),  and Jeffrey E.
Levine,  (hereinafter referred to as "Employee").  

                              W I T N E S S E T H:

WHEREAS,  Employer  desires  to employ  Employee,  and  Employee  desires  to be
employed by Employer,  as Executive  Vice  President and General  Counsel and to
provide Employee with the opportunity to become a shareholder in the Employer as
provided herein,  all upon the terms and conditions  hereinafter set forth; NOW,
THEREFORE,  in  consideration  of the  premises,  and of  the  mutual  covenants
hereinafter set forth, the parties hereto agree as follows:

1.     Employment, Duties and Acceptance.  

     1.1 Employment by Employer.  Employer  employs  Employee,  for the Term (as
herein defined),  to render full-time services to Employer as its Executive Vice
President  and General  Counsel  and,  in  connection  therewith,  to manage its
operations and that of its  subsidiaries.  Employee will perform the duties that
are consistent with such position as he shall  reasonably be directed to perform
by Employer's Board of Directors.

     1.2 Acceptance of Employment.  Employee  accepts such  employment and shall
render the services described above.


     1.3 Place of Employment.  Employee's principal place of employment shall be
Employer's  corporate  offices in Clark, New Jersey subject to reasonable travel
as the rendering of the services hereunder may require.

2.     Term.  

The  term of  Employee's  employment  by  Employer  hereunder  (the  "Employment
Period")  shall be for a period of three (3) years from the  effective  date, as
defined  in  Paragraph  13  hereof  (the  "Effective  Period"),  subject  to the
termination  provisions  of Sections  9.1  through  9.5  hereof.  There shall be
automatic one (1) year  extensions of the Employment  Period  thereafter  unless
this  Agreement is terminated  upon 30 days written notice by Employer or unless
superseded by subsequent Agreement by the parties.

3.     Compensation.   

During the Employment  Period,  for all services rendered by Employee under this
Agreement,  Employer  shall  pay  Employee  a salary at the  annual  rate of One
Hundred Forty  Thousand  Dollars  ($140,000)  from the Effective Date hereof and
during the first three years hereof, with increases as the Board of Directors of
Employer  determines  from time to time, plus a  nonaccountable  "transportation
allowance,"  payable  monthly on the first  business  day of each month,  in the
amount of Five Hundred Dollars $500 per month. Such salary then in effect ("Base
Salary") is payable in accordance with the customary  payroll policy of Employer
in effect at the time such  payment is made,  or as may  otherwise  be  mutually
agreed  upon by the  parties.  In  addition to his Base  Salary,  Employee  will
participate  in a  management  incentive  plan,  the  terms  of  which  shall be
determined by the Board of Directors of the Employer.

                                       -1-

<PAGE>

     3.1 Incentive  Compensation.  Employee is eligible to  participate  in such
annual executive  incentive  compensation  program as developed and implement by
the Board of  Directors,  said  incentive  compensation  program to include cash
bonuses and stock option grants, to be based on overall Company performance,  in
such amounts or  percentages  of base salary as  determined  by, and in the sole
discretion of, the Board of Directors.

     3.2 Loans.  Employer  shall from time to time as Employee  may request make
loans up to an aggregate of fifteen percent (15%) of Employee's annual salary to
Employee,  provided  that such  loans may be made on a  monthly  basis  equal to
one-twelfth  of the  aggregate.  All such  loans  must be repaid  in full  every
eighteen months. Interest shall accrue at the applicable federal rate defined by
the Internal Revenue Code of 1986.

4.     Benefits.  

Employee  shall be entitled to such paid  vacation,  holidays,  sick leave,  and
shall be eligible for  participation in such group  insurance,  hospitalization,
major medical,  dental, profit sharing,  stock options, and other fringe benefit
programs as those  afforded  executives  of Employer;  provided,  however,  that
Employer shall provide in the Employee's  name life insurance in the face amount
of not less than Two Hundred Fifty Thousand Dollars  ($250,000),  and subject to
the  provisions  of  Section  6.2,  Employer  may  elect to  provide  disability
insurance (the  "Disability  Policy") with disability  benefits of not less than
Two Hundred Fifty Thousand  Dollars  ($250,000) in the event of permanent  total
disability  (as defined in the insurance  policy) of the Employee.  In addition,
Employer agrees to reimburse Employee for all reasonable  out-of-pocket expenses
incurred by  Employee  in the  fulfillment  of his duties  hereunder,  including
travel expenses.  Such reimbursements will be made promptly,  within thirty (30)
days of Employee's  submission to Employer of an itemized list of such expenses,
together with  receipts  therefor  indicating  the date upon and the purpose for
which  such  expenses  were  incurred  and  such  other  information  as  may be
reasonably  required  from  time  to  time  by  Employer  to  substantiate  such
expenditures for federal income tax purposes.

5.     Status as Employee. 

At all times during the  Employment  Period,  Employee  shall be deemed to be an
Employee of Employer for purposes of determining  Employee's  coverage under and
eligibility  to  participate  in, any Employee  benefit plans or programs  which
Employer  now has or may  hereafter  initiate.  In the event it is  necessary to
amend  any such  plan or  program  in  order  to  assure  that  Employee  is not
discriminated against thereunder, Employer will promptly use its best efforts to
make all such amendments or cause the same to be made.

6.     Options Grant Provisions.

     6.1 Issuance of Options. Upon the execution of this Agreement,  but subject
to the terms and  conditions of Clauses 6, 7 and 8 hereof,  Employer shall cause
to be issued to  Employee  15,000  option to purchase a like number of shares of
common  stock of  Continental  Waste  Industries,  Inc.  at $9.50 per share (the
"Options").

     6.2 Vesting.  Although the Options shall be delivered on execution  hereof,
Employee's  ownership  rights in the Options  shall become  vested  ratably over
twelve (12) calendar quarters (the "Vested Options"),  and shall expire five (5)
years from the date on which they become fully vested, PROVIDED,  however, that,
unless otherwise provided for in this Agreement, each vesting will occur only if
Employee remains actively employed on the vesting date specified.

     6.3  Restriction on Shares.  Employee  hereby  covenants and agrees that he
shall not sell,  transfer,  mortgage,  pledge or  otherwise  encumber any of the
unvested Options,  or any interest  therein.  Any such attempt to so transfer or
encumber the unvested  Options  shall be null and void until such time as all of
the shares are vested under this Agreement.

     6.4 Restriction:  Unvested Shares and Transfer to Employer. In the event of
any voluntary or  involuntary  termination of Employee's  employment,  excluding
death  or   disability  as  those  terms  are  described  in  Section  9  hereof
(hereinafter  jointly and severally  referred to as  "Employment  Termination"),
Employee hereby covenants and agrees that:  within fifteen (15) days of the date
of  Employment  Termination,  Employee  shall  transfer to Employer the Unvested
Options.  In the event of death or  disability  as defined in Section 9.2 before
completion of vesting period, unvested Options will become fully vested.

     6.5  Assignment.  The right of  Employer  to  receive  any of the  Unvested
Options may be assigned in whole or in part to one or more Employees,  officers,
directors or shareholders of Employer or other persons or organizations.

                                      -2-

<PAGE>

     6.6 Changes in Common  Stock of  Employer.  If from time to time during the
term of this Agreement:

          6.6.1 There is a dividend of any security, stock split or other change
     in  the  character  or  amount  of any of  the  outstanding  securities  of
     Employer; or

          6.6.2  There  is  any  consolidation,   merger  or  sale  of  all,  or
     substantially all, of the assets of Employer,  then, in such event, any and
     all new,  substituted  or additional  securities or other property to which
     Employee  is  entitled  by reason of his  ownership  of the  Options or the
     shares deliverable upon their exercise shall be immediately  subject to the
     provisions of this  Agreement and be included in the  definition  "Option",
     "Unvested  Options" and "Vested Options" on a pro rata basis based upon the
     number of vested and unvested shares then held by Employee for all purposes
     of this  Agreement  with the same force and  effect as the stock  presently
     subject to this  Agreement  and with  respect to which such  securities  or
     property were distributed.  Whenever a specific number of Options is stated
     in this  Agreement  that  number  shall be  amended  so as to  reflect  the
     original intention of the parties.

     6.7 Restrictive  Legend.  Shares of commons stock issued on exercise of the
Vested Options shall bear the following restrictive legends:

          "[I] THE  SECURITIES  REPRESENTED BY THIS  CERTIFICATE  ARE SUBJECT TO
          CERTAIN  RESTRICTIONS  ON TRANSFER  AND RIGHTS OF PURCHASE IN FAVOR OF
          CONTINENTAL WASTE  INDUSTRIES,  INC. AS SET FORTH IN AN AGREEMENT MADE
          BETWEEN THE HOLDER OF THE SECURITIES AND CONTINENTAL WASTE INDUSTRIES,
          INC.  COPIES OF THE AGREEMENT MAY BE OBTAINED UPON WRITTEN  REQUEST TO
          THE SECRETARY OF  CONTINENTAL  WASTE  INDUSTRIES,  INC. ANY ATTEMPT TO
          TRANSFER ANY OF THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  IN
          VIOLATION OF SUCH  RESTRICTIONS  AND RIGHTS OF PURCHASE SHALL BE VOID.
          [II] THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
          REGISTERED  UNDER THE SECURITIES ACT OF 1933.  THESE  SECURITIES  HAVE
          BEEN ACQUIRED FOR  INVESTMENT AND NOT WITH A VIEW TO  DISTRIBUTION  OR
          RESALE, AND MAY NOT BE TRANSFERRED  WITHOUT AN EFFECTIVE  REGISTRATION
          STATEMENT  FOR SUCH  SHARES  UNDER  THE  SECURITIES  ACT OF  1933,  OR
          PURSUANT  TO  RULE  144  UNDER  THE  ACT  OR  AN  OPINION  OF  COUNSEL
          SATISFACTORY  TO THE  CORPORATION  THAT  REGISTRATION  IS NOT REQUIRED
          UNDER SUCH ACT".

     6.8 In the event of public  offering  of stock for sale,  Shares  issued to
Employee  on  exercise  of his  Vested  Options  shall be  registered  under the
Securities  Act of 1933 at the expense of Employer.  Employee may be  restricted
from  offering  the  Shares  for sale for 120 days  from the date of the  public
offering.

7.     Representations and  Warranties of  Employee.  Employee hereby represents
       and warrants that:

     7.1 Investment.  Employee is acquiring the Options for his own account, and
not for the account of any other person and is acquiring them for investment and
not with any view to  distribution  or resale thereof except in compliance  with
the applicable security laws;

     7.2  Registration.  The offer and sale of the  Options  and the  Shares for
which they may be exercised has not been registered under or qualified under the
Securities  Act of 1933, as amended ["the Act"],  and the Options  and/or Shares
cannot be transferred by Employee unless registration or qualification under the
Act or an  exemption  from such  registration  or  qualification  is  available.
Employer  has  made no  Agreements,  covenants  or  undertakings  whatsoever  to
register any of the Options  and/or  Shares  granted to Employee  under the Act.
Employer has made no representations,  warranties or covenants  whatsoever as to
whether any exemption from the Act will be available;

     7.3 Tax Advice.  Employer  has made no  representations  or  warranties  to
Employee  with  respect  to the  income  tax  consequences  of the  transactions
contemplated  by this  Agreement  and  Employee  is in no  manner  relying  upon
Employer  or   Employer's   representatives   for  an  assessment  of  such  tax
consequences. Employee has retained his own legal counsel for such advice; and

     7.4 Employer Induced. Employer relies on the statements made by Employee in
Sections 7.1 and 7.3 inclusive and was,  based on these  statements,  induced to
issue the Options to Employee on the terms and conditions herein contained.

8.     Termination.

     8.1  Termination  upon  Death.  If  Employee  dies  during  the Term,  this
Agreement shall terminate,  except that the  representative of Employee's estate
shall be entitled to receive the  compensation  herein provided for the month in
which death  occurs,  the amount  accrued and payable  under Section 3.1 hereof,
less the amount of any outstanding loans under Section 3.2 hereof.

                                      -3-

<PAGE>

     8.2  Termination  upon  Disability.  If during the Term,  Employee  becomes
physically or mentally disabled,  whether totally or partially, so that Employee
is unable  substantially  to perform his services  hereunder for (i) a period of
six  consecutive  months,  or (ii) for shorter  periods  aggregating  six months
during any  consecutive  twelve month  period  (Employee's  disability  for such
period  "Disability"),  Employer may, at its option,  at any time after the last
day of the six consecutive months of disability or the day on which such shorter
periods of  disability  during any  consecutive  twelve  month  period  equal an
aggregate of six months,  by written  notice to Employee,  terminate the Term of
Employee's employment hereunder.  Nothing in this Section 9.2 shall be deemed to
extend the Term.  Upon such  termination,  Employee shall be entitled to receive
the compensation  herein provided for the month in which termination occurs, the
amount  accrued  and  payable  under  Section  3.1 hereof less the amount of any
outstanding  loans under Section 3.2 hereof plus his Base Salary for a period of
fifteen  (15)  months  thereafter,   unless  Employer  elects  to  purchase  the
Disability Policy described in Section 4.

     8.3  Termination  for  Cause.  If  Employee  grossly  neglects  his  duties
hereunder  and such  gross  neglect  shall not be  discontinued  promptly  after
written notice thereof,  is convicted of any felony,  fails or refuses to comply
with the reasonable  written  policies of Employer or directives of the Board of
Directors  of Employer  that are not  inconsistent  with his  position  and such
failure shall not be  discontinued  promptly  after written notice  thereto,  or
materially breaches affirmative or negative covenants or undertakings  hereunder
and such breach shall not be remedied  promptly  after written  notice  thereof,
Employer may at any time by thirty days written notice to Employee terminate the
Term of Employee's employment hereunder. Except for accrued and unpaid salary to
the  date  of  termination,   Employee  shall  have  no  right  to  receive  any
compensation  or benefit from Employer  hereunder or to receive any Shares which
are unvested on the date the notice is sent.

     8.4 Voluntary Termination. In the event Employee voluntarily terminates his
employment with Employer,  during or after the Employment Period, Employee shall
have no right to receive any  compensation  or benefit from Employer  hereunder,
except for accrued and unpaid  compensation due on the date of such termination,
and  Employee's  right to  vesting  of Options  pursuant  to  Section  6.2 shall
terminate upon the date he gives notice of his intent to terminate.

9.     Certain Covenants of Employee.

     9.1  Covenants  Against  Competition.  acknowledges  that (i) the principal
businesses of Employer involve  brokerage of solid waste transport and disposal,
operation and management of solid waste disposal facilities, consulting services
for the  solid  waste  industry,  recycling  of solid  waste  and  brokerage  of
recycling  services  and  materials,  and such other and related  activities  as
Employer  may become  involved  in;  (ii) the  Employer  Business is national in
scope;  and (iii) his work for  Employer  has brought  him and will  continue to
bring  him into  close  contact  with  many  confidential  affairs  not  readily
available  to the  public.  In order to  induce  Employer  to  enter  into  this
Agreement, Employee covenants and agrees that:

          9.1.1 Non-Compete. (a) During Employee's employment with Employer, its
     subsidiaries  or its  affiliates,  Employee shall not in the Eastern United
     States,   including  any  market  region  Employer,   its  subsidiaries  or
     affiliates has done or contemplates doing business, directly or indirectly,
     (i) engage in a business  which is competitive  with the Employer  Business
     for  his  own  account;  (ii)  except  for  employment  by  Employer,   its
     subsidiaries or affiliates, enter the employ of, or render any services to,
     any person engaged in such activities;  and (iii) become  interested in any
     person  engaged  in a  business  which is  competitive  with  the  Employer
     Business, directly or indirectly, as an individual,  partner,  shareholder,
     officer, director,  principal,  agent, Employee,  trustee, consultant or in
     any other relationship or capacity;  provided,  however,  that Employee may
     own,  directly or indirectly,  solely as an  investment,  securities of any
     entity  which are  traded on any  national  securities  exchange  or in the
     over-the-counter  market if Employee (a) is not a controlling person of, or
     a member of a group which controls,  such entity or (b) does not,  directly
     or indirectly, own 1% or more of any class of securities of such entity.

                  (b) for a period of two (2) years  following  the  termination
(whether voluntary or involuntary) of Employee's employment with Employer or any
of its  affiliates or  subsidiaries,  Employee shall not in the Untied States of
America  directly or  indirectly,  contact,  solicit,  sell to,  serve or divert
anyone who was a  transporter  or  customer of  Employer  or did  business  with
Employer or of any of its affiliates during Employee's employment with Employer.

          9.1.2.  Confidential  Information.   During  and  after  the  term  of
     Employee's employment with Employer,  Employee shall keep secret and retain
     in  strictest  confidence,  and shall not use for the benefit of himself or
     others except in connection with the business and affairs of Employer,  all
     confidential  matters  of  Employer  and its  subsidiaries  or  affiliates,
     including, without limitation,  trade "know-how",  secrets, customer lists,
     details of contracts,  pricing  policies,  operational  methods,  marketing
     plans or strategies,  business acquisition plans, new personnel acquisition
     plans,  research  projects,  and other  business  affairs of Employer,  its
     subsidiaries,  or  affiliates,  heretofore  or  hereafter,  and  shall  not
     disclose  them to anyone,  either  during or after  employment by Employer,
     except as required in the course of  performing  duties  hereunder  or with
     Employer's express written consent.

          9.1.3 Property of Employer.  All memoranda,  notes, lists, records and
     other  documents  (and all copies  thereof) made or compiled by Employee or
     made  available  to  Employee  concerning  the  business of  Employer,  its
     subsidiaries  or its affiliates  shall be Employer's  property and shall be
     delivered  to  Employer   promptly  upon  the   termination  of  Employee's
     employment with Employer, or at any other time on request.

          9.1.4.  Employees  of  Employer.  During  Employee's  employment  with
     Employer,  and for a period of two years following the termination (whether
     voluntary or involuntary) of Employee's  employment with Employer or any of
     its  subsidiaries or affiliates (the "Restricted  Period"),  Employee shall
     not, directly or indirectly, solicit or encourage any Employee of Employer,
     its subsidiaries or its affiliates to leave the employment of Employer, its
     subsidiaries or its affiliates.

                                      -4-

<PAGE>

     9.2 Rights and Remedies upon Breach. If Employee  breaches,or  threatens to
commit a breach  of, any of the  provisions  of  Section  9.1 (the  "Restrictive
Covenants"),  Employer  shall have the following  rights and  remedies,  each of
which  rights  and  remedies  shall be  independent  of the other and  severally
enforceable,  and all of which rights and remedies  shall be in addition to, and
not in lieu of, any other rights and remedies available to Employer under law or
in equity:

          9.2.1 Accounting.  The right and remedy to require Employee to account
     for and pay over to Employer all compensation, profits, monies, accruals or
     other benefits  (collectively,  "Benefits") derived or received by Employee
     as the  result  of any  transactions  constituting  a breach  of any of the
     Restrictive  Covenants,  and Employee  shall  account for and pay over such
     Benefits to Employer.

     9.3 Injunctive Relief.  Employee  acknowledges that due to the confidential
nature of his employment  relationship,  any breach of the Restrictive Covenants
by Employee  shall cause  irreparable  harm to Employer and Employer may, at its
option,  obtain injunctive relief.  Employee further acknowledges that the scope
and content of the Restrictive Covenants are reasonable.

     9.4  Severability  of  Covenants.  If a  Court  of  competent  jurisdiction
determines  that  any of the  Restrictive  Covenants,  or any part  thereof,  is
invalid or unenforceable,  the remainder of the Restrictive  Covenants shall not
thereby  be  affected  and shall be given  full  effect,  without  regard to the
invalid portions.

     9.5 Blue-Pencilling.  If a Court of competent jurisdiction construes any of
the Restrictive  Covenants,  or any part thereof, to be unenforceable because of
the duration of such  provision or the area  covered  thereby,  such court shall
have the power to reduce the  duration  or area of such  provision  and,  in its
reduced form, such provision shall then be enforceable and shall be enforced.

10.    Indemnification.  

Employer  shall  indemnify and defend  Employee if Employee is made a party,  or
threatened to be made a party, to any threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that Employee is or was an officer or director or Employee of
Employer or any of its subsidiaries or affiliates, in which capacity Employee is
or  was  serving,   including,   without  limitation,   claims  of  professional
malpractice  against  the  Employee,   against  expenses  (including  reasonable
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding to
the fullest  extent and in the manner set forth in and  permitted by the general
corporation  law of the  state  of  incorporation  of  Employer,  and any  other
applicable  law, as from time to time in effect.  In  addition,  Employer  shall
maintain in force and effect at all times  during the term  hereof:  (a) Lawyers
Professional Liability Insurance, in the face amount of  $5,000,000/$5,000,000),
with a deductible of $10,000/$25,000, and (b) Directors & Officers Insurance and
Company Reimbursement Coverage, in the face amount of $1,000,000.

11.    No Conflicting Agreement. 

Employee  represents  and  warrants  that  as of  the  effective  date  of  this
Agreement,  he will not be a party to any Agreement,  contract or  understanding
which would in any way restrict or prohibit him from  undertaking  or performing
his employment in accordance with the terms and conditions of this Agreement.

12.    Effective Date.  

This Agreement shall become effective as of January 4, 1995.

13.    Other Provisions.

     13.1 Notices.  Any notice or other  communication  required or which may be
given  hereunder  shall  be  in  writing  and  shall  be  delivered  personally,
telegraphed  or  telexed,  or sent by  certified,  registered  or express  mail,
postage  prepaid,  and  shall be  deemed  given  when so  delivered  personally,
telegraphed  or telexed,  or if mailed,  two days after the date of mailing,  as
follows:  

          (i) Employer:  Carlos E. Aguero 67 Walnut Avenue, Suite 103 Clark, New
     Jersey 07066

          (ii) Employee:  Employee's  home address as indicated in the personnel
     records of Employer.


     13.2 Entire Agreement. This Agreement contains the entire Agreement between
the parties with respect to the subject  matter hereof and  supersedes all prior
Agreements, written or oral, with respect thereto.

     13.3  Waivers and  Amendments.  This  Agreement  may be amended,  modified,
superseded,  cancelled, renewed or extended, and the terms and conditions hereof
may be waived,  only by a written  instrument  signed by the  parties or, in the
case of a waiver, by the party waiving  compliance.  No delay on the part of any
party in exercising any right,  power or privilege  hereunder shall operate as a
waiver  thereof,  nor  shall any  waiver on the part of any party of any  right,
power or privilege  hereunder,  nor any single or partial exercise of any right,
power or privilege  hereunder  preclude any other or further exercise thereof or
the exercise of any other right,  power or privilege  hereunder.  13.4 Governing
Law.  The  parties  hereto  have  relied on New Jersey law in  negotiating  this
Agreement,  which has been negotiated,  prepared and executed in New Jersey, and
it is expressly  agreed that this  Agreement  shall be governed and construed in
accordance  with the laws of the State of New Jersey  applicable  to  Agreements
made and to be performed  entirely within such State,  without  reference to the
conflicts of laws provisions of the State of New Jersey.

                                      -5-

<PAGE>

     13.5 Assignment.  This Agreement, and the Employee's rights and obligations
hereunder,  may not be assigned by Employee.  Employer may assign this Agreement
and its rights,  together with its obligation,  hereunder in connection with any
sale, transfer or other disposition of all or substantially all of its assets or
business, whether by merger, consolidation or otherwise.

     13.6  Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

     13.7 Heading.  The headings in this  Agreement  are for reference  purposes
only and shall not in any way  affect  the  meaning  or  interpretation  of this
Agreement.

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

                   CONTINENTAL WASTE INDUSTRIES, INC.
                   EMPLOYER



                   By:    /s/  Carlos E. Aguero
                       Title:  President and C.E.O.


                   EMPLOYEE

                         /s/  Jeffrey E. Levine


                                      -6-

<PAGE>

                             STOCK OPTION AGREEMENT

     THIS STOCK OPTION AGREEMENT is made as of the 4th day of January,  1995, by
and between  CONTINENTAL WASTE  INDUSTRIES,  INC. (the "Company") and JEFFREY E.
LEVINE (the "Holder").

                                 W H E R E A S:

A.   The Holder is Executive Vice President, General  Counsel and an employee of
the  Company,  providing  management  and  legal  services  to the  Company  (an
"Employee").

B.   The effective date of this Agreement and the date for reference shall be as
of and from the 4th day of January, 1995.

                            NOW THEREFORE WITNESSETH:

1. The  Company  hereby  grants to the  Holder  upon the  terms  and  conditions
hereinafter  contained,  the sole and exclusive right and option to purchase all
or part of Fifteen  Thousand  (15,000)  shares of its  capital as fully paid and
non-assessable freely trading shares, at a price of $9.50 per share (the "option
shares"),  the grant of such  option  being  subject  always to the  vesting and
termination provisions as set out in paragraphs 2 and 3 hereof.

2. The options  granted herein shall become vested ratably over twelve  calendar
quarters,  i.e.,  1,250  options  shall become  vested on each of the  following
dates:  April 1, 1995, July 1, 1995,  October 1, 1995, January 1, 1996, April 1,
1996,  July 1, 1996,  October 1, 1996,  January 1, 1997,  April 1, 1997, July 1,
1997, October 1, 1997 and January 1, 1998, provided that Holder remains employed
by the Company on the  specified  vesting  date.  Except as  otherwise  provided
herein,  the options  shall expire five years from the date on which they become
fully vested.

3. In the  event  of the  death of the  Holder  during  the term of the  options
granted   to  the  Holder   under  this   Agreement,   the   Holder's   personal
representatives  shall be  entitled  to  purchase  all or any part of the vested
option shares;  PROVIDED  ALWAYS that the option is exercised and the payment is
tendered  within  one (1) year of the date of death,  SAVE AND  EXCEPT  that the
vesting of options shall cease and upon the Holder's death.

4. If the  Holder at any time and from time to time  during  the  option  period
desires to  purchase  any of the option  shares,  the Holder may do so by giving
notice to the Company  within the time or times  herein  limited for exercise of
the option and by  tendering  to the  Company at its  Registered  Office or Head
Office the Holder's certified cheque in favour of the Company in the full amount
of the purchase price payable  hereunder for such number of the shares comprised
in the  election.  The Company  shall be required to register,  at the Company's
expense, the purchased option shares by S-8 Registration Statement or otherwise,
within six (6) months of any such notice, but not more one time per year.

5.  The   option   granted   under  this   Agreement   is   non-assignable   and
non-transferable.

6.        (a) Save and except in the case of the issuance of  additional  shares
     of the Company for a consideration,  in the case of any reclassification or
     reorganization  of the  capital of the Company or in the case of the merger
     or  amalgamation  of the Company with or into any other company,  or if and
     whenever the shares of the Company are subdivided  into a greater number or
     consolidated into a lesser number of shares, or in the event of any payment
     by  the  Company  of  a  stock  dividend,  then  as  a  condition  of  such
     reclassification  or  reorganization  of  capital,  merger,   amalgamation,
     subdivision,  consolidation  or payment of a stock  dividend,  this  option
     shall be adjusted and lawful and adequate  provision  shall be made whereby
     the Holder hereof shall  thereafter  have the right to purchase and receive
     upon the basis and upon the terms and  conditions  specified in this Option
     Agreement and in lieu of the shares of the Company immediately  theretofore
     purchasable  and  receivable  upon the  exercise of the rights  represented
     hereby,  such  shares  of stock,  securities  or assets as may be issued or
     payable with respect to or in exchange for a number of  outstanding  shares
     equal  to the  number  of  shares  of such  stock  immediately  theretofore
     purchasable  and  receivable  upon the  exercise of the rights  represented
     hereby had such  reclassification  or  reorganization  of capital,  merger,
     amalgamation, subdivision, consolidation or payment of a stock dividend not
     taken place, and in any such case appropriate  provision shall be made with
     respect  to the  rights  and  interest  of the  Holder  to the end that the
     provisions hereof (including without limitation  provisions for adjustments
     of the  option  price  and of the  number of  shares  purchasable  upon the
     conversion of this option) shall thereafter be applicable, as nearly as may
     be in  relation  to any shares of stock,  securities  or assets  thereafter
     deliverable upon the exercise hereof.


                                      -1-

<PAGE>

          (b) The adjustments  provided for in this section in the  subscription
     rights pursuant to this option are cumulative.

          (c) If any  question  shall  at any time  arise  with  respect  to any
     adjustments  to be made  under  this  Clause  6,  such  question  shall  be
     conclusively  determined by the Company's  auditor,  and such determination
     shall be binding upon the Company and the Holder.

7. This  Agreement  shall  enure to the  benefit  of the Holder and shall to the
extent  hereinbefore  provided  enure  to the  benefit  of the  Holder's  heirs,
executors and administrators.

8.  This  Agreement  shall  be  interpreted  in  connection  with  that  certain
Employment  Agreement  of even date  herewith  by and  between  the  Company and
Holder,   which  is  incorporated  herein  by  reference,   including,   without
limitation,  Holder's representations and warranties contained in Paragraph 7 of
the Employment Agreement.  Any inconsistencies between this Option Agreement and
the Employment Agreement shall be resolved in favor of the Employment Agreement.

     IN WITNESS  WHEREOF the parties  hereto  have caused  these  presents to be
executed as and from the day, month and year first above written.


         CONTINENTAL WASTE INDUSTRIES, INC.

         By:      /s/ Carlos E. Aguero
                  Title:  President and C.E.O.


         HOLDER   /s/ Jeffrey E. Levine

                                      -2-