EXHIBIT 10.56 FORM OF MANAGEMENT INCENTIVE PLAN PARTICIPATION AGREEMENT

OFFERED TO THE FOLLOWING KEY EMPLOYEES ON FEBRUARY 11, 2003:


              KEY EMPLOYEE            POOL %
              ------------

STEPHAN ANTHONY ROMANO               43.956%
JAMES RANDALL BAUMGARDNER            17.5824%
JOHN SCOTT NICHOLSON                 17.5824%
MICHAEL JAMES GILBERG                10.989%


                             PARTICIPATION AGREEMENT
                             -----------------------

     Reference  is hereby made to that certain American Ecology Corporation (the
"Company")  Management  Incentive  Plan  effective  as  of  January 1, 2003 (the
"Plan"),  a copy of which is attached hereto as Exhibit A and made a part hereof
by  reference.  The  undersigned  ("Participant") hereby acknowledges receipt of
the  Plan  and  agrees  to  be  subject to all terms and conditions of the Plan.

     Further,  as  a  condition  to the effectiveness of Participant's incentive
opportunity  under the Plan, in addition to the covenants made by Participant in
that  certain  Executive Employment Agreement made and entered into effective as
of  the  first  day  of  January, 2003 (the "Employment Agreement"), the parties
agree  as  follows:

     1.     INCENTIVE  OPPORTUNITY.  The  Company  grants  to  Participant  the
opportunity  to  receive  up  to  _________________________  of  the  bonus pool
established  by  the  Company under the Plan.  Participant acknowledges that his
entitlement,  if  any,  to any award payments under the Plan shall be determined
thereunder.

     2.     GENERAL.  Participant  acknowledges  that  his  employment  with the
Company  has  special,  unique  and extraordinary value to the Company; that the
Company  has  a  lawful  interest in protecting its investment in entrusting its
Confidential  Information  (as  defined  in  Paragraph  5)  to him; and that the
Company  would be irreparably damaged if Participant were to provide services to
any  person  or entity in violation of this Agreement because in performing such
services  Participant  would  inevitably  disclose  the  Company's  Confidential
Information  to  third parties and that the restrictions, prohibitions and other
provision  of  this  Section are reasonable, fair and equitable in scope, terms,
and  duration  to  protect the legitimate business interests of the Company, and
are  a  material  inducement  to  the  Company  to  enter  into  this Agreement.

     3.     NON-COMPETITION.  Without  the  consent  in  writing of the Board of
Directors  of  the  Company  (the  "Board"),  Participant  will  not, during his
employment  with  the  Company  and  for  a  period  of two years thereafter, if
employment is terminated by the Company for Cause or by Participant without Good
Reason  (as  defined  in  the Plan), acting alone or in conjunction with others,
directly  or indirectly engage (either as owner, investor, partner, stockholder,
employer,  employee, consultant, advisor or director) in activities on behalf of
any  entity  or  entities  engaged in waste processing and disposal services for
low-level  radioactive-wastes,  naturally  occurring,  accelerator produced, and
exempt  radioactive  materials,  and hazardous and PCB wastes. It is agreed that
the  ownership  of  not  more  than five percent of the equity securities of any
company  having  securities  listed  on  an  exchange or regularly traded in the
over-the-counter  market  shall not, of itself, be deemed inconsistent with this
Paragraph  3.

     4.     NON-SOLICITATION.


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          (a)     Without  the  consent  in  writing  of  the  Board,  after
Participant's  employment  has  terminated for any reason, Participant will not,
during  his  employment with the Company and for a period of one year thereafter
(two  years  thereafter, if employment is terminated by the Company for Cause or
by Participant without Good Reason (as defined in the Plan)), acting alone or in
conjunction  with  others,  either directly or indirectly induce any  vendors or
customers of the Company to curtail or cancel their business with the Company or
any  of  its  subsidiaries.

          (b)     Without  the  consent  in  writing  of  the  Board,  after
Participant's  employment  has  terminated for any reason, Participant will not,
during his employment with the Company and for a period of two years thereafter,
acting  alone  or  in  conjunction  with  others,  either directly or indirectly
induce,  or  attempt  to  influence,  any  employee of the Company or any of its
subsidiaries  to  terminate  his/her  employment.

     5.     CONFIDENTIAL  INFORMATION.

          (a)     Participant  agrees not to disclose or reveal to any person or
entity outside the Company any secret or confidential information concerning any
Company  product,  process,  equipment, machinery, design, formula, business, or
other  activity  (collectively,  "Confidential  Information")  without  prior
permission  of  Company  in writing.  Confidential Information shall not include
any  information which is in the public domain or becomes publicly known through
no  wrongful  act  on  the  part  of  Participant  or  breach  of his Employment
Agreement.  Participant acknowledges that the Confidential Information is vital,
sensitive,  confidential  and  proprietary  to  the  Company.  The obligation to
protect  the secrecy of such information continues after employment with Company
may  be  terminated.  In furtherance of this agreement, Participant acknowledges
that  all  Confidential  Information  which  Participant now possesses, or shall
hereafter  acquire, concerning and pertaining to the business and secrets of the
Company  and all inventions or discoveries made or developed, or suggested by or
to  Participant  during  said  term of employment relating to Company's business
shall,  at  all  times and for all purposes, be regarded as acquired and held by
Participant  in  his  fiduciary  capacity and solely for the benefit of Company.
All  records  of  every  nature  and  description  which come into Participant's
possession, whether prepared by Participant, or otherwise, shall remain the sole
property of the Company and upon termination of Participant's employment for any
reason,  said  records  shall  be left with the Company as part of its property.

          (b)     Participant  agrees  that  all  inventions,  innovations,
improvements,  technical  information,  systems, software developments, methods,
designs,  analyses,  drawings,  reports, service marks, trademarks, trade names,
logos  and  all  similar  or  related  information  (whether  patentable  or
unpatentable)  which  relate  to  the  Company's  or  any of its subsidiaries or
affiliates' actual or anticipated business, research and development or existing
or  future  products  or  services and which are conceived, developed or made by
Participant (whether or not during usual business hours and whether or not alone
or  in  conjunction  with  any  other  person)  while  employed  by  the Company
(including  those  conceived,  developed  or  made  prior  to  the  date of this
Agreement)  together  with  all  patent applications, letters patent, trademark,
tradename  and  service  mark  applications  or  registrations,  copyrights  and
reissues  thereof  that  may  be  granted  for  or  upon  any  of  the foregoing
(collectively referred to herein as the "Work Product"), belong in all instances
to  the  Company  or  its subsidiaries or affiliates.  Participant will promptly
perform  all  actions reasonably requested by the Board (whether during or after
his  employment  with the Company) to establish and confirm the Company's or its
subsidiaries  or  affiliates' ownership of such Work Product (including, without
limitation,  the  execution  and  delivery  of  assignments, consents, powers of
attorney  and  other  instruments)  and  to provide reasonable assistance to the
Company  or  any  of  its  subsidiaries  and  affiliates  in connection with the
prosecution  of  any  applications for patents, trademarks, trade names, service
marks  or  reissues  thereof  or  in the prosecution or defense of interferences
relating  to  any  Work  Product.

     6.     REMEDIES.

          (a)     The  provisions of Paragraphs 3, 4 and 5 of this Agreement are
separate  and  distinct  commitments  independent  of  each  of  the Paragraphs.
Participant  acknowledges that the covenants and agreements which he has made in
this  Agreement are reasonable and are required for the reasonable protection of
the  Company  and  its  business.  Participant  agrees  that  the  breach of any
covenant  or agreement contained herein will result in irreparable injury to the
Company and that, in addition to all other remedies provided by law or in equity


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with  respect  to the breach of any provision of this Agreement, the Company and
its  successors and assigns will be entitled to enforce the specific performance
by  Participant  of his obligations hereunder and to enjoin him from engaging in
any  activity  in  violation hereof and that no claim by Participant against the
Company  or  its  successors  or assigns will constitute a defense or bar to the
specific  enforcement  of such obligations.  Participant agrees that the Company
and  any successor or assign shall be entitled to recover all costs of enforcing
any  provision  of  this  Agreement,  including,  without limitation, reasonable
attorneys'  fees  and  costs  of  litigation.  In  the  event  of  a  breach  by
Participant  of  any  covenant or agreement contained herein, the running of the
restrictive  covenant  periods  (but not of Participant's obligations hereunder)
shall  be  tolled  during  the period of the continuance of any actual breach or
violation.

          (b)     The  parties  hereto  agree  that  the  covenants set forth in
Paragraphs  3,  4  and  5  are  reasonable  with  respect  to  their  duration,
geographical  area  and  scope.  If  the  final judgment of a court of competent
jurisdiction  declares  that  any  term  or provision of Paragraphs 3, 4 or 5 is
invalid  or  unenforceable,  the  parties  agree  that  the  court  making  the
determination  of  invalidity or unenforceability shall have the power to reduce
the  scope, duration, or area of the term or provision, to delete specific words
or  phrases, or to replace any invalid or unenforceable term or provision with a
term  or  provision  that  is  valid  and  enforceable and that comes closest to
expressing  the intention of the invalid or unenforceable term or provision, and
this  Agreement  shall be enforceable as so modified after the expiration of the
time  within  which  the  judgment  may  be  appealed.

          (c)     In  addition,  the  Company may, at the sole discretion of the
Board,  cancel,  rescind, suspend, withhold or otherwise limit or restrict bonus
payouts  under  the  Plan  granted to Participant, whether vested or not, at any
time  if  Participant  in  not  in  compliance  with  all  of  the provisions of
Paragraphs  3,  4 or 5.  As a condition to the receipt of any such bonus payout,
Participant  shall  certify  to  the  Company  that he is in compliance with the
provisions  set forth above.  In the event that Participant fails to comply with
the provisions set forth above prior to or within 12 months after payment by the
Company  with respect to any such bonus payout, such payment may be rescinded by
the  Company  within  12  months  thereafter.  In  the event of such rescission,
Participant  shall  pay  to  the Company the amount of any payment received as a
result of the rescinded payment, in such manner and on such terms and conditions
as  may be required by the Company, and the Company shall be entitled to set-off
against  the  amount  of  such  payment  any  amount  owed to Participant by the
Company.  Participant  acknowledges  that  the  foregoing  provisions  are fair,
equitable  and  reasonable  for  the  protection of the Company's interests in a
stable  workforce  and  the time and expense the Company has incurred to develop
its  business  and  its  customer  and  vendor  relationships.

This Participation Agreement is effective as of the 1st day of January, 2003.


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