EXECUTIVE EMPLOYMENT AGREEMENT


         This EXECUTIVE  EMPLOYMENT  AGREEMENT is made and entered into this 6th
day of June,  1997,  by and between  ALLIED WASTE  INDUSTRIES,  INC., a Delaware
corporation having its principal executive office at 15880 North Greenway Hayden
Loop,  Suite  100,  Scottsdale,   Arizona  85260  (hereinafter  referred  to  as
"Company"), and PETER S.
HATHAWAY (hereinafter referred to as the "Executive").

                                   WITNESSETH:


         WHEREAS,  the Company  desires to employ the  Executive in an executive
capacity and the Executive desires to enter the Company's employ.

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  promises,
covenants  and  obligations  contained  herein,  and  other  good  and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
Company and the Executive hereby agree as follows:

1.       CERTAIN DEFINITIONS.  As used in this Agreement, the following terms
have the meanings prescribed below:

         Accounting Firm shall have the meaning,  assigned thereto in Section 11
hereof.

         Affiliate  is used in this  Agreement  to  define a  relationship  to a
person or  entity  and means a person or  entity  who,  directly  or  indirectly
through one or more  intermediaries,  controls,  is  controlled  by, or is under
common control with, such person or entity.

         Agreement Payments shall have the meaning,  assigned thereto in Section
11 hereof. Annual Bonus shall have the meaning,  assigned thereto in Section 4.2
hereof.  Base Salary  shall have the  meaning,  assigned  thereto in Section 4.1
hereof.



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         Beneficial  Owner  shall  have the  meaning  assigned  thereto  in Rule
13(d)-3 under the Exchange Act; provided,  however, and without limitation, that
any individual, corporation,  partnership, group, association or other person or
entity that has the right to acquire any Voting Stock at any time in the future,
whether such right is (a) contingent or absolute or (b) exercisable presently or
at any time in the future,  pursuant to any agreement or  understanding  or upon
the exercise or conversion of rights,  options or warrants, or otherwise,  shall
be the Beneficial Owner of such Voting Stock.

         Cause shall have the meaning assigned thereto in Section 5.3 hereof.

         Change in Control of the  Company  shall be deemed to have  occurred if
(i) the Company merges or  consolidates,  or agrees to merge or to  consolidate,
with any  other  corporation  (other  than a  wholly-owned  direct  or  indirect
subsidiary of the Company) and is not the surviving  corporation (or survives as
a subsidiary of another corporation), (ii) the Company sells, or agrees to sell,
all or substantially all of its assets to any other person or entity,  (iii) the
Company is  dissolved,  (iv) any third person or entity (other than a trustee or
committee of any qualified  employee benefit plan of the Company)  together with
its  Affiliates  shall become or shall have publicly  announced its intention to
become (by tender offer or otherwise),  directly or  indirectly,  the Beneficial
Owner of at least 30% of the Voting Stock of the Company or (v) the  individuals
who  constitute  the Board of Directors of the Company as of the Effective  Date
(the  "Incumbent  Board")  shall cease for any reason to  constitute  at least a
majority  of the  Board of  Directors;  provided,  that any  person  becoming  a
director whose election or nomination for election was approved by a majority of
the members of the Incumbent Board shall be considered, for the purposes of this
Agreement, a member of the Incumbent Board.

         Code means the Internal Revenue Code of 1986, as amended, and the rules
and regulations  promulgated by the Internal Revenue Service thereunder,  all as
in effect from time to time during the Employment Period.

         Common  Stock  means the  Company's  common  stock,  par value $.0l per
share.


<PAGE>



         Company means Allied Waste  Industries,  Inc., a Delaware  corporation.
the  principal  executive  office of which is  located at 15880  North  Greenway
Hayden Loop, Suite 100, Scottsdale, Arizona 85260.

         Confidential  Information  shall have the meaning  assigned  thereto in
Section 8.2 hereof.

         Date of Termination  means the earliest to occur of (i) the date of the
Executive's  death,  (ii)  the  date on  which  the  Executive  terminates  this
Agreement  for any reason other than Good Reason or (iii) the date of receipt of
the Notice of Termination, or such later date as may be prescribed in the Notice
of Termination in accordance with Section 5.6 hereof.

         Disability  means an illness or other  disability  which  prevents  the
Executive  from  discharging  his  responsibilities  under this  Agreement for a
period of 180 consecutive calendar days, or an aggregate of 180 calendar days in
any calendar year, during the Employment Period, all as determined in good faith
by the Board of Directors of the Company (or a committee thereof).

         Effective Date means June 6, 1997.

         Executive means PETER S. HATHAWAY, an individual residing at 8922 North
86th Street, Scottsdale, Arizona, 85258.

         Exchange Act means the Securities Exchange Act of 1934, as amended, and
the rules and regulations  promulgated by the Securities and Exchange Commission
thereunder, all as in effect from time to time during the Employment Period.

         Employment  Period shall have the meaning assigned thereto in Section 3
hereof.

         Good  Reason  shall have the  meaning  assigned  thereto in Section 5.5
hereof.


         Notice of  Termination  shall  have the  meaning  assigned  thereto  in
Section 5.6 hereof.


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         Overpayment  shall  have the  meaning  assigned  thereto  in Section 11
hereof.

         Payment shall have the meaning, assigned thereto in Section 11 hereof.

         Reduced Amount shall have the meaning,  assigned  thereto in Section 11
hereof.

         Underpayment  shall  have the  meaning  assigned  thereto in Section 11
hereof.

         Vacation  Time shall have the meaning  assigned  thereto in Section 4.3
hereof.

         Voting  Stock  means all  outstanding  shares of  capital  stock of the
Company  entitled  to vote  generally  in an election  of  directors;  provided,
however, that if the Company has shares of Voting Stock entitled to more or less
than one vote per  share,  each  reference  to a  proportion  of the  issued and
outstanding shares of Voting Stock shall be deemed to refer to the proportion of
the aggregate votes entitled to be cast by the issued and outstanding  shares of
Voting Stock.

         Without  Cause shall have the meaning  assigned  thereto in Section 5.4
hereof.


2.       GENERAL DUTIES OF COMPANY AND EXECUTIVE.

         2.1 The  Company  agrees to employ  the  Executive,  and the  Executive
agrees to accept  employment by the Company and to serve the Company as its Vice
President, Chief Accounting Officer. The authority,  duties and responsibilities
of the Executive  shall include those described in Schedule A to this Agreement,
and such other or additional  duties as may from time to time be assigned to the
Executive by the Board of Directors (or a committee thereof and agreed to by the
Executive.  While employed hereunder, the Executive shall devote reasonable time
and attention during normal business hours to the affairs of the Company and use
his  best  efforts  to  perform   faithfully  and  efficiently  his  duties  and
responsibilities.  The Executive may (i) serve on corporate, civic or charitable
boards or committees,  (ii) deliver  lectures,  fulfill speaking  engagements or
teach at educational  institutions,  and (iii) manage personal  investments,  so
long as such activities do not  significantly  interfere with the performance of
the Executive's duties and responsibilities.

         2.2 The Executive agrees and acknowledges that he owes a fiduciary duty
of loyalty, fidelity and allegiance to act at all times in the best interests of
the Company and to do no act and to make no  statement,  oral or written,  which
would injure Company's business, its interests or its reputation.

         2.3 The Executive  agrees to comply at all times during the  Employment
Period with all  applicable  policies,  rules and  regulations  of the  Company,
including,  without  limitation,  the Company's Code of Ethics and the Company's
policy regarding,  trading,  in the Common Stock, as each is in effect from time
to time during the Employment Period.

3. TERM. Unless sooner terminated  pursuant to Section 5 of this Agreement,  the
Executive's  Employment  Period under this Agreement  shall be a period of three
(3) years beginning on the Effective Date, provided that, beginning on the first
anniversary  of  the  Effective  Date,  the  Employment  Period  shall  be for a
continuous period of two (2) years, such that on any given date thereafter,  the
Executive's  Employment  Period  shall  always be two (2) years from the date in
question.

4.       COMPENSATION AND BENEFITS.

         4.1 Base Salary.  As  compensation  for  services to the  Company,  the
Company shall pay to the Executive  until the Date of Termination an annual base
salary of $190,000 (the "Base  Salary").  The Board of Directors (or a committee
thereof),  in its  discretion,  may increase the Base Salary based upon relevant
circumstances.   The  Base  Salary   shall  be  payable  in  equal   semimonthly
installments or in accordance  with the Company's  established  policy,  subject
only to such payroll and  withholding  deductions  as may be required by law and
other deductions applied generally to employees of the Company for insurance and
other employee benefit plans.


<PAGE>


         4.2 Bonus.  In  addition to the Base  Salary,  the  Executive  shall be
awarded,  for each fiscal year until the Date of  Termination,  an annual  bonus
(either  pursuant  to a bonus or  incentive  plan or program  of the  Company or
otherwise)  in an  amount  to be  determined  by the  Board of  Directors  (or a
committee thereof, in its sole discretion (the "Annual Bonus"). Each such Annual
Bonus shall be payable at a time to be  determined by the Board of Directors (or
a committee thereof) in its sole discretion.

         4.3 Vacation.  Until the Date of  Termination,  the Executive  shall be
entitled to four weeks paid vacation  during each one year period  commencing on
the Effective Date (the "Vacation Time"). Any Vacation Time not taken during the
applicable  one year period  will not accrue and will  expire on the  applicable
anniversary of the Effective Date.

         4.4 Automobile Allowance. Until the Date of Termination,  the Executive
shall  receive an  automobile  allowance  of $600.00 per month (the  "Automobile
Allowance"). The Board of Directors (or a committee thereof), in its discretion,
may increase the Automobile Allowance based upon relevant circumstances.

         4.5 Club Membership Dues. Until the Date of Termination,  the Executive
shall receive an amount per month equal to the monthly membership dues which the
Executive pays for one club or organization of Executive's choice.

         4.6 Incentive,  Savings,  Retirement and Stock Option Plans.  Until the
Date of  Termination,  the  Executive  shall  participate  in and be eligible to
receive all benefits  under all executive  incentive,  savings,  retirement  and
stock option plans and programs currently maintained or hereinafter  established
by the Company for the benefit of its executive officers and/or employees.

         4.7 Welfare Benefit Plan. Until the Date of Termination,  the Executive
and/or  the  Executive's  family,  as the case  may be,  shall  be  eligible  to
participate in and shall receive all benefits under each welfare benefit plan of
the Company currently  maintained or hereinafter  established by the Company for
the benefit of its employees.  Such welfare  benefit plans may include,  without
limitation, medical, dental, disability, group life, accidental death and travel
accident insurance plans and programs.


<PAGE>


         4.8  Reimbursement  of Expenses.  The  Executive  may from time to time
until  the Date of  Termination  incur  various  business  expenses  customarily
incurred by persons holding positions of like responsibility, including, without
limitation,  travel, entertainment and similar expenses incurred for the benefit
of the Company.  Subject to the Company's policy regarding the  reimbursement of
such expenses as in effect from time to time during the Employment Period, which
does not necessarily allow reimbursement of all such expenses, the Company shall
reimburse the Executive for such expenses from time to time, at the  Executive's
request, and the Executive shall account to the Company for all such expenses.

5.       TERMINATION.

         5.1 Death. This Agreement shall terminate  automatically upon the death
of the Executive.

         5.2 Disability.  The Company may terminate this Agreement, upon written
notice to the  Executive  delivered  in  accordance  with  Sections 5.6 and 13.1
hereof, upon the Disability of the Executive.

         5.3 Cause.  The Company may  terminate  this  Agreement,  upon  written
notice to the  Executive  delivered  in  accordance  with  Sections 5.6 and 13.1
hereof,  for  Cause.  For  purposes  of this  Agreement,  "Cause"  means (i) the
conviction of the Executive for a felony,  (ii) the Executive's willful refusal,
without  proper  legal  cause,  to perform  his duties and  responsibilities  as
contemplated  in this  Agreement or (iii) the  Executive's  willful  engaging in
activities  which would (A)  constitute a breach of any term of this  Agreement,
the Company's Code of Ethics,  the Company's  policies  regarding trading in the
Common  Stock or  reimbursement  of business  expenses  or any other  applicable
policies,  rules or  regulations  of the  Company,  or (B)  result in a material
injury  to  the  business,  condition  (financial  or  otherwise),   results  of
operations or prospects of the Company or its  Affiliates (as determined in good
faith by the Board of Directors of the Company or a committee thereof.

         5.4 Without Cause.  The Company may terminate  this  Agreement  Without
Cause,  upon  written  notice to the  Executive  delivered  in  accordance  with
Sections 5.6 and 13.1 hereof. For purposes of this Agreement, the Executive will
be deemed to have been terminated "Without Cause" if the Executive is terminated
by the Company for any reason other than Cause, Disability or death.


<PAGE>


         5.5 Good Reason.  The Executive may terminate  this  Agreement for Good
Reason, upon written notice to the Company delivered in accordance with Sections
5.6 and 13.1 hereof. For purposes of this Agreement, "Good Reason" means (i) the
assignment to the Executive of any duties  inconsistent  in any respect with the
Executive's duties or responsibilities  as contemplated in this Agreement,  (ii)
any  other  action  by  the  Company  which  results  in a  diminishment  in the
Executive's   position  (including  status,   offices,   titles  and  reporting,
requirements),  authority,  duties or responsibilities,  (iii) any breach by the
Company of any of the provisions of this Agreement, (iv) requiring the Executive
to   relocate   permanently   to  any   office  or   location   other  than  the
Phoenix-Scottsdale metropolitan area, without his consent, or (v) any reduction,
or attempted  reduction,  at any time during the Employment  Period, of the Base
Salary of the Executive.

         5.6 Notice of  Termination.  Any  termination  of this Agreement by the
Company for Cause,  Without Cause or as a result of the Executive's  Disability,
or by the  Executive  for  Good  Reason,  shall be  communicated  by  Notice  of
Termination to the other party hereto given in accordance  with this  Agreement.
For purposes of this Agreement, a "Notice of Termination" means a written notice
which (i) indicates the specific termination  provision in this Agreement relied
upon, (ii) sets forth in reasonable detail the facts and  circumstances  claimed
to  provide a basis for  termination  of the  Executive's  employment  under the
provision so indicated and (iii) specifies the termination date, if such date is
other than the date of receipt of such notice (which  termination date shall not
be more than 15 days after the giving of such notice).

6.       OBLIGATIONS OF COMPANY UPON TERMINATION.

         6.1  Cause,  Other  Than  Good  Reason.  If  this  Agreement  shall  be
terminated  either by the Company for Cause or by the  Executive  for any reason
other than Good Reason, the Company shall pay to the Executive, in a lump sum in
cash  within  30 days  after  the  Date of  Termination,  the  aggregate  of the
Executive's  Base Salary (as in effect on the Date of  Termination)  through the
Date of Termination,  if not theretofore  paid, and, in the case of compensation
previously  deferred  by  the  Executive,   all  amounts  of  such  compensation
previously  deferred and not yet paid by the Company.  All other  obligations of
the Company and rights of the Executive  hereunder shall terminate  effective as
of the Date of Termination.


<PAGE>



         6.2 Death or Disability.  (a) Subject to the provisions of this Section
6.2, if this  Agreement is  terminated as a result of the  Executive's  death or
Disability,  the Company shall pay to the Executive or his estate, in a lump sum
in cash  within  30 days of the Date of  Termination,  the  greater  of (i) that
portion of the Executive's Base Salary (as in effect on the Date of Termination)
owing in respect of the balance of the Employment  Period  pursuant to Section 3
hereof  or (ii)  the  Executive's  Base  Salary  (as in  effect  on the  Date of
Termination). The Company may purchase insurance to cover all or any part of the
obligation  contemplated in the foregoing sentence,  and the Executive agrees to
submit  to  a  physical  examination  to  facilitate  the  procurement  of  such
insurance.   If  the  physical   examination   reveals  that  the  Executive  is
uninsurable,  such death or Disability benefit referred to in the first sentence
of this Section 6.2 shall not be provided,  and the Executive  shall be entitled
to receive only those death and  Disability  benefits to which the  Executive is
entitled under the Company's benefit plans.

         (b) Whenever  compensation is payable to the Executive hereunder during
a period in which he is partially or totally disabled, and such Disability would
(except for the provisions hereof) entitle the Executive to Disability income or
salary continuation payments from the Company according to the terms of any plan
or program  presently  maintained or hereafter  established by the Company,  the
Disability income or salary  continuation paid to the Executive  pursuant to any
such plan or program  shall be considered a portion of the payment to be made to
the Executive  pursuant to this Section 6.2 and shall not be in addition hereto.
If  Disability  income is payable  directly  to the  Executive  by an  insurance
company  under tile terms of an insurance  policy paid for by the  Company,  the
amounts paid to the  Executive by such  insurance  company shall be considered a
portion of the payment to be made to the Executive  pursuant to this Section 6.2
and shall not be in addition hereto.

         6.3      Good Reason; Without Cause.        If  this   Agreement
shall  be  terminated   either  by  the Executive for Good Reason or by the
Company Without Cause:

         (a)      the Company  shall pay to the  Executive,  in a lump sum in
cash within 30 days after the Date of Termination, the aggregate of the
following amounts:

                  (1)      if not  theretofore  paid,  the  Executive's  Base
          Salary  (as in effect on the Date of Termination) through the Date of
          Termination;

                  (2) in an amount equal to the largest Annual Bonus paid to the
         Executive  out of the last three  fiscal  years  preceding  the Date of
         Termination; and

                  (3) in the case of  compensation  previously  deferred  by the
         Executive, all amounts of such compensation previously deferred and not
         yet paid by the Company;

         (b) the Company  shall,  promptly  upon  submission by the Executive of
supporting,  documentation,  pay or  reimburse  to the  Executive  any costs and
expenses  (including,  moving and  relocation  expenses) paid or incurred by the
Executive  which would have been payable under Section 4.8 of this  Agreement if
the Executive's employment had not terminated; and

         (c) until the expiration of the Employment Period pursuant to Section 3
hereof  or of  the 12  month  period  commencing  on the  Date  of  Termination,
whichever is longer, the Company shall continue benefits to the Executive and/or
the Executive's family at least equal to those which would have been provided to
them under Section 4.7 if the  Executive's  employment had not been  terminated;
provided that if subsequent to the Date of Termination the Executive  becomes an
employee,  consultant,  agent,  officer or  director  of any person or  business
entity  that  competes  with,  directly or  indirectly,  the  Company,  then the
obligations  of the  Company  under  this  subparagraph  will  terminate  in all
respects as of the date such relationship commences; and

         (d) the  Company  shall  pay to the  Executive,  in equal  semi-monthly
installments  the greater of (i) that portion of the Executive's Base Salary (as
in effect on the Date of  Termination)  owing,  in respect of the balance of the
Employment  Period  pursuant  to Section 3 hereof or (ii) the  Executive's  Base
Salary (as in effect on the Date of Termination); provided that if subsequent to
the Date of Termination the Executive  becomes an employee,  consultant,  agent,
officer or  director  of any  person or  business  entity  that  competes  with,
directly or  indirectly,  the Company then the  obligations of the Company under
this   subparagraph  will  terminate  in  all  respects  as  of  the  date  such
relationship commences.

         6.4 Change in Control. If (a) this Agreement shall be terminated either
by the  Executive  for Good  Reason or by the  Company  Without  Cause and (b) a
Change in  Control of the  Company  has  occurred  within  the  two-year  period
preceding, the Date of Termination,  then, in addition to the obligations of the
Company set forth in Section 6.3 hereof, the Company shall pay to the Executive,
in a lump sum in cash  within 30 days after the Date of  Termination,  two times
the  sum of (x)  the  Executive's  Base  Salary  (as in  effect  on the  Date of
Termination  or such  higher  rate as may have been in effect at any time during
the 90-day period  preceding the Date of  Termination)  and (y) the Annual Bonus
paid to the  Executive  for the last full fiscal  year.  The rights given to the
Executive  herein do not apply to the  Change of Control  of the  Company  which
occurred when Apollo Advisors, L.P. and The Blackstone Group acquired the Common
Stock of Laidlaw Transportation, Inc.

7.       EXECUTIVE'S OBLIGATION TO AVOID CONFLICTS OF INTEREST.

         7.1 In keeping with the  Executive's  fiduciary  duties to the Company,
the Executive  agrees that he shall not knowingly  become involved in a conflict
of interest with the Company,  or upon discovery thereof,  allow such a conflict
to continue.  The Executive further agrees to disclose to the Company,  promptly
after discovery,  any facts or  circumstances  which might involve a conflict of
interest with the Company.

         7.2 The Company and the  Executive  recognize  that it is impossible to
provide an exhaustive list of actions or interests which  constitute a "conflict
of interest".  Moreover,  the Company and the Executive recognize that there are
many borderline situations.  In some instances,  full disclosure of facts by the
Executive  to the  Company is all that is  necessary  to enable  the  Company to
protect its interests. In others, if no improper motivation appears to exist and
the Company's  interests  have not suffered,  prompt  elimination of the outside
interest will suffice.  In still others,  it may be necessary for the Company to
terminate the employment relationship.  The Company and the Executive agree that
the Company's  determination  as to whether or not a conflict of interest exists
shall be conclusive.  The Company  reserves the right to take such action as, in
its judgment, will end the conflict of interest.


<PAGE>



         7.3 In this  connection,  it is  agreed  that any  direct  or  indirect
interest  in,   connection   with  or  benefit  from  any  outside   activities,
particularly  commercial  activities,  which interest might in any way adversely
affect the Company or its Affiliates,  involves a possible conflict of interest.
Circumstances in which a conflict of interest on the part of the Executive would
or might  arise,  and  which  should be  reported  immediately  to the  Company,
include, but are not limited to, the following:

         (a)  Ownership  of  a  material  interest  in  any  lender,   supplier,
contractor,  subcontractor, customer or other entity with which the Company does
business.

         (b)  Acting in any  capacity,  including  director,  officer,  partner,
consultant,  employee, distributor, agent or the like, for any lender, supplier,
contractor,  subcontractor, customer or other entity with which the Company does
business.

         (c) Acceptance,  directly or indirectly, of payments, services or loans
from a lender,  supplier,  contractor,  subcontractor,  customer or other entity
with which the Company does  business,  including,  without  limitation,  gifts,
trips,  entertainment  or  other  favors  of  more  than a  nominal  value,  but
excluding,  loans from  publicly  held  insurance  companies  and  commercial or
savings banks at market rates of interest.

         (d) Use of  information or facilities to which the Executive has access
in a manner which will be  detrimental to the Company's  interests,  such as use
for the Executive's own benefit of know-how or information developed through the
Company's business activities.

         (e)  Disclosure  or other misuse of  information  of any kind  obtained
through the Executive's connection with the Company.

         (f) Acquiring or trading in, directly or indirectly,  other  properties
or  interests  connected  with the design or  marketing  of products or services
designed or marketed by the Company.



<PAGE>


8.       EXECUTIVE'S CONFIDENTIALITY OBLIGATION.

         8.1 The Executive hereby acknowledges,  understands and agrees that all
Confidential  Information  is the  exclusive  and  confidential  property of the
Company and its  Affiliates  which shall at all times be  regarded,  treated and
protected as such in accordance with this Section 8. The Executive  acknowledges
that all such Confidential Information is in the nature of a trade secret.

         8.2 For purposes of this Agreement,  "Confidential  Information"  means
information,  which is used in the business of the Company or its Affiliates and
(i) is proprietary to, about or created by the Company or its  Affiliates,  (ii)
gives the Company or its Affiliates some competitive  business  advantage or the
opportunity  of obtaining  such  advantage or the  disclosure  of which could be
detrimental  to  the  interests  of the  Company  or its  Affiliates,  (iii)  is
designated as  Confidential  Information  by the Company or its  Affiliates,  is
known by the  Executive  to be  considered  confidential  by the  Company or its
Affiliates,  or from all the relevant circumstances should reasonably be assumed
by the  Executive  to be  confidential  and  proprietary  to the  Company or its
Affiliates,  or (iv) is not  generally  known  by  non-Company  personnel.  Such
Confidential  Information includes,  without limitation,  the following types of
information and other information of a similar nature (whether or not reduced to
writing or designated as confidential):

         (a) Internal personnel and financial  information of the Company or its
Affiliates,  vendor  information  (including vendor  characteristics,  services,
prices,  lists and  agreements),  purchasing,  and  internal  cost  information,
internal  service  and  operational  manuals,  and the  manner  and  methods  of
conducting the business of the Company or its Affiliates;

         (b) Marketing and development plans, price and cost data, price and fee
amounts,  pricing,  and  billing,   policies,   quoting  procedures,   marketing
techniques, forecasts and forecast assumptions and volumes, and future plans and
potential strategies (including, without limitation, all information relating to
any  acquisition  prospect  and the  identity  of any  key  contact  within  the
organization of any acquisition prospect) of the Company or its Affiliates which
have been or are being discussed;

         (c) Names of customers and their representatives,  contracts (including
their  contents  and  parties),  customer  services,  and  the  type,  quantity,
specifications and content of products and services purchased,  leased, licensed
or received by customers of the Company or its Affiliates; and

         (d) Confidential and proprietary information provided to the Company or
its Affiliates by any actual or potential  customer,  government agency or other
third  party   (including   businesses,   consultants  and  other  entities  and
individuals).

         8.3 As a consequence  of the  Executive's  acquisition  or  anticipated
acquisition of Confidential  Information,  the Executive shall occupy a position
of trust and confidence  with respect to the affairs and business of the Company
and its Affiliates.  In view of the foregoing,  and of the  consideration  to be
provided  to the  Executive,  the  Executive  agrees that it is  reasonable  and
necessary that the Executive make each of the following covenants:

         (a) At any time  during  the  Employment  Period  and  thereafter,  the
Executive shall not disclose  Confidential  Information to any person or entity,
either inside or outside of the Company, other than as necessary in carrying out
his duties and responsibilities as set forth in Section 2 hereof,  without first
obtaining  the  Company's  prior  written  consent  (unless such  disclosure  is
compelled pursuant to court orders or subpoena,  and at which time the Executive
shall give notice of such proceedings to the Company).

         (b) At any time  during  the  Employment  Period  and  thereafter,  the
Executive shall not use, copy or transfer Confidential Information other than as
necessary  in  carrying  out his  duties  and  responsibilities  as set forth in
Section 2 hereof, without first obtaining the Company's prior written consent.

         (c) On the Date of Termination, the Executive shall promptly deliver to
the Company (or its designee) all written materials,  records and documents made
by the  Executive  or which  came into his  possession  prior to or  during  the
Employment  Period  concerning,  the  business  or affairs of the Company or its
Affiliates, including, without limitation, all materials containing Confidential
Information.

9.       DISCLOSURE OF INFORMATION, IDEAS, CONCEPTS, IMPROVEMENTS, DISCOVERIES
AND INVENTIONS.

As part of the Executive's fiduciary duties to the Company, the Executive agrees
that  during  his  employment  by the  Company  and for a period of three  years
following the Date of  Termination,  the Executive  shall  promptly  disclose in
writing,  to  the  Company  all  information,  ideas,  concepts,   improvements,
discoveries  and  inventions,  whether  patentable  or not,  and  whether or not
reduced to practice,  which are  conceived,  developed,  made or acquired by the
Executive,  either  individually or jointly with others, and which relate to the
business, products or services of the Company or its Affiliates, irrespective of
whether the Executive used the Company's time or facilities and  irrespective of
whether such information, idea, concept, improvement, discovery or invention was
conceived,  developed,  discovered  or acquired by the  Executive on the job, at
home, or elsewhere.  This obligation extends to all types of information,  ideas
and concepts, including,  information,  ideas and concepts relating to new types
of services, corporate opportunities, acquisition prospects, the identity of key
representatives within acquisition prospect organizations,  prospective names or
service marks for the Company's business activities, and the like.

10.      OWNERSHIP OF INFORMATION,  IDEAS, CONCEPTS,  IMPROVEMENTS,  DISCOVERIES
         AND INVENTIONS AND ALL ORIGINAL WORKS OF AUTHORSHIP.

         10.1 All information,  ideas, concepts,  improvements,  discoveries and
inventions,  whether patentable or not, which are conceived,  made, developed or
acquired by the Executive or which are disclosed or made known to the Executive,
individually or in conjunction with others, during the Executive's employment by
the  Company  and which  relate to the  business,  products  or  services of the
Company or its Affiliates (including,  without limitation,  all such information
relating to corporate opportunities, research, financial and sales data, pricing
and  trading  terms,   evaluations,   opinions,   interpretations,   acquisition
prospects, the identity of customers or their requirements,  the identity of key
contacts  within the  customers'  organizations  or within the  organization  of
acquisition prospects,  marketing and merchandising techniques,  and prospective
names and service marks) are and shall be the sole and exclusive property of the
Company.   Furthermore,   all  drawings,   memoranda,   notes,  records,  files,
correspondence, manuals, models, specifications, computer programs, maps and all
other  writings or materials  of any type  embodying,  any of such  information,
ideas, concepts,  improvements,  discoveries and inventions are and shall be the
sole and exclusive property of the Company.


<PAGE>


         10.2 In particular,  the Executive hereby specifically sells,  assigns,
transfers  and  conveys to the  Company all of his  worldwide  right,  title and
interest  in  and  to  all  such  information,  ideas,  concepts,  improvements,
discoveries or  inventions,  and any United States or foreign  applications  for
patents,  inventor's  certificates or other industrial rights which may be filed
in respect thereof, including divisions,  continuations,  continuations-in-part,
reissues and/or  extensions  thereof,  and applications for registration of such
names and service marks.  The Executive shall assist the Company and its nominee
at all times, during the Employment Period and thereafter,  in the protection of
such information, ideas, concepts, improvements, discoveries or inventions, both
in the United States and all foreign countries,  which assistance shall include,
but  shall  not be  limited  to,  the  execution  of all  lawful  oaths  and all
assignment  documents requested by the Company or its nominee in connection with
the  preparation,  prosecution,  issuance or enforcement of any applications for
United States or foreign letters  patent,  including  divisions,  continuations,
continuations-in-part,  reissues and/or extensions thereof,  and any application
for the registration of such names and service marks.

         10.3 In the event the Executive creates,  during the Employment Period,
any original work of authorship fixed in any tangible medium of expression which
is the subject matter of copyright (such as, videotapes,  written  presentations
on acquisitions,  computer programs,  drawings, maps, architectural  renditions,
models,  manuals,  brochures  or the like)  relating to the  Company's  business
products or services,  whether such work is created  solely by the  Executive or
jointly with others, the Company) shall be deemed the author of such work if the
work is prepared by the  Executive  in the scope of his  employment;  or, if the
work is not prepared by the Executive  within the scope of his employment but is
specially  ordered by the Company as a contribution  to a collective  work, as a
part of a motion  picture or other  audiovisual  work,  as a  translation,  as a
supplementary  work, as a compilation or as an instructional text, then the work
shall be  considered  to be work made for  hire,  and the  Company  shall be the
author of such work. If such work is neither  prepared by the  Executive  within
the scope of his employment nor a work specially ordered and deemed to be a work
made for hire, then the Executive  hereby agrees to sell,  transfer,  assign and
convey, and by these presents,  does sell,  transfer,  assign and convey, to the
Company all of the  Executive's  worldwide  right,  title and interest in and to
such work and all rights of copyright  therein.  The Executive  agrees to assist
the Company and its Affiliates,  at all times,  during the Employment Period and
thereafter,  in the  protection  of the  Company's  worldwide  right,  title and
interest  in and to such  work  and  all  rights  of  copyright  therein,  which
assistance  shall  include,  but shall not be limited to, the  execution  of all
documents  requested  by the  Company or its nominee  and the  execution  of all
lawful oaths and applications for registration of copyright in the United States
and foreign countries.

11.      CERTAIN REDUCTION OF PAYMENTS BY THE COMPANY.

Anything in this  Agreement  to the  contrary  notwithstanding,  in the event it
shall be determined  that any payment or  distribution  by the Company to or for
the  benefit  of the  Executive  (whether  paid or  payable  or  distributed  or
distributable  pursuant  to  the  terms  of  this  Agreement  or  otherwise)  (a
"Payment") would be nondeductible by the Company for federal income tax purposes
because of Section 28OG of the Code, then the aggregate present value of amounts
payable or distributable to or for the benefit of the Executive pursuant to this
Agreement  (such  payments  or  distributions  pursuant  to this  Agreement  are
hereinafter referred to as "Agreement Payments") shall be reduced (but not below
zero) to the Reduced Amount.  The "Reduced  Amount" shall be an amount expressed
in present  value which  maximizes  the  aggregate  present  value of  Agreement
Payments  without causing any Payment to be nondeductible by the Company because
of  Section  28OG of the  Code.  Anything  in  this  Agreement  to the  contrary
notwithstanding, if the Reduced Amount is zero and it is determined further that
any  Payment  which  is  not  an  Agreement   Payment  would   nevertheless   be
nondeductible  by the Company for federal income tax purposes because of Section
28OG of the Code.  then the aggregate  present value of Payments,  which are not
Agreement  Payments,  shall  also be reduced  (but not below  zero) to an amount
expressed  in present  value which  maximizes  the  aggregate  present  value of
Payments  without causing any Payment to be nondeductible by the Company because
of Section  28OG of the Code.  For purposes of this  Section 11,  present  value
shall be  determined  in accordance  with Section  28OG(d)(4)  of the Code.  All
determinations  required  to be made under this  Section 11 shall be made by the
Company's  independent certified public accountant (the "Accounting Firm") which
shall  provide  detailed  supporting  calculations  both to the  Company and the
Executive  within  15  business  days  of the  Date  of  Termination.  Any  such
determination  by the Accounting  Firm shall be binding upon the Company and the
Executive.  The Executive  shall  determine  which and how much of the Agreement
Payments  (or,  at the  election  of the  Executive,  other  Payments)  shall be
eliminated  or  reduced  consistent  with the  requirements  of this  Section 11
provided,  that if the  Executive  does not make such  determination  within ten
business days of the receipt of the  calculations  made by the Accounting  Firm,
the Company  shall elect which and how much of the Agreement  Payments  shall be
eliminated or reduced  consistent  with the  requirements of this Section 11 and
shall notify the Executive promptly of such election.  Within five business days
thereafter,  the  Company  shall pay to or  distribute  for the  benefit  of the
Executive such amounts as are then due to the Executive under this Agreement and
shall  promptly  pay to or  distribute  for the benefit of the  Executive in the
future such amounts as become due to the Executive  under this  Agreement.  As a
result of the  uncertainty in the application of Section 28OG of the Code at the
time of the  initial  determination  by the  Accounting  Firm  hereunder,  it is
possible that Agreement Payments will have been made by the Company which should
not have been made  ("Overpayment") or that additional  Agreement Payments which
have not been made by the Company could have been made ("Underpayment"), in each
case,  consistent with the  calculations  required to be made hereunder.  In the
event that the Accounting Firm determines that an Overpayment has been made, any
such  Overpayment  shall be treated for all purposes as a loan to the  Executive
which the  Executive  shall repay to the Company,  together with interest at the
applicable  federal  rate  provided  for in  Section  7872(E)(2)  of  the  Code;
provided,  however,  that no amount  shall be  payable by the  Executive  to the
Company if and to the extent such  payment  would not reduce the amount which is
subject  to  taxation  under  Section  4999 of the Code.  In the event  that the
Accounting  Firm  determines  that  an  Underpayment  has  occurred,   any  such
Underpayment  shall be promptly paid by the Company to or for the benefit of the
Executive, together with interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code.

12.      EXECUTIVE'S NON-COMPETITION OBLIGATION.

         12.1 (a) Until the Date of Termination, the Executive shall not, acting
alone or in  conjunction  with  others,  directly or  indirectly,  in any of the
business  territories in which the Company or any of its Affiliates is presently
or from time to time during the Employment Period conducting business, invest or
engage,  directly or indirectly,  in any business which is competitive with that
of the Company or accept employment with or render services to such a competitor
as a  director,  officer,  agent,  employee  or  consultant,  or take any action
inconsistent  with the  fiduciary  relationship  of an employee to his employer;
provided, however, that the beneficial ownership by the Executive of up to three
percent  of  the  Voting-  Stock  of any  corporation  subject  to the  periodic
reporting  requirements  of the Exchange Act shall not violate this Section 12.1
(a).


<PAGE>


         (b) In addition to the other obligations  agreed to by the Executive in
this  Agreement,  the Executive  agrees that until the Date of  Termination,  he
shall not at any time, directly or indirectly, (i) induce, entice or solicit any
employee of the Company to leave his  employment,  (ii) contact,  communicate or
solicit any  customer or  acquisition  prospect of the Company  derived from any
customer list,  customer lead, mail, printed matter or other information secured
from the Company or its present or past  employees  or (iii) in any other manner
use any customer  lists or customer  leads,  mail,  telephone  numbers,  printed
material or other information of the Company relating thereto.

         12.2 (a) If this  Agreement  is  terminated  either by the  Company for
Cause or by the  Executive  for any reason  other than Good  Reason,  then for a
period of three years  following,  the Date of Termination,  the Executive shall
not, acting alone or in conjunction with others, directly or indirectly,  in any
of the business  territories  in which the Company or any of its  Affiliates  is
presently or at the Date of Termination conducting,  business, invest or engage,
directly or indirectly,  in any business  which is competitive  with that of the
Company  as of the Date of  Termination  or  accept  employment  with or  render
services  to such a  competitor  as a  director,  officer,  agent,  employee  or
consultant,  or take any action inconsistent with the fiduciary  relationship of
an employee to his employer; provided, however, that the beneficial ownership by
the  Executive  of up to three  percent of the Voting  Stock of any  corporation
subject to the  periodic  reporting  requirements  of the Exchange Act shall not
violate this Section 12.2(a).

         (b) In addition to the other obligations  agreed to by the Executive in
this Agreement, the Executive agrees that if this Agreement is terminated either
by the  Company  for Cause or by the  Executive  for any reason  other than Good
Reason, then for a period of three years following, the Date of Termination,  he
shall not at any time, directly or indirectly, (i) induce, entice or solicit any
employee of the Company, to leave his employment,  (ii) contact,  communicate or
solicit any  customer or  acquisition  prospect of the Company  derived from any
customer list,  customer lead, mail, printed matter or other information secured
from the Company or its present or past  employees  or (iii) in any other manner
use any customer  lists or customer  leads,  mail,  telephone  numbers,  printed
material or other information of the Company relating thereto.

         12.3 (a) If this  Agreement is  terminated  either by the Executive for
Good Reason or by the Company Without Cause,  provided that no Change in Control
of the Company has occurred  during the two-year  period  preceding  the Date of
Termination,  then during the balance of the  Employment  Period or the 12-month
period  commencing,  on the  Date  of  Termination,  whichever  is  longer,  the
Executive  shall not,  acting alone or in conjunction  with others,  directly or
indirectly,  in any of the business  territories  in which the Company or any of
its Affiliates is presently or at the Date of Termination  conducting  business,
invest or engage,  directly or indirectly,  in any business which is competitive
with that of the Company as of the Date of Termination or accept employment with
or render services to such a competitor as a director,  officer, agent, employee
or consultant,  or take any action inconsistent with the fiduciary  relationship
of an employee to his employer; provided, however, that the beneficial ownership
by the Executive of up to three  percent of the Voting Stock of any  corporation
subject to the periodic  reporting,  requirements  of the Exchange Act shall not
violate this Section 12.3(a).

         (b) In addition to the other obligations  agreed to by the Executive in
this Agreement, the Executive agrees that if this Agreement is terminated either
by Executive for Good Reason or by the Company  Without Cause,  provided that no
Change in  Control  of the  Company  has  occurred  during  the two year  period
preceding  the Date of  Termination  then during the  balance of the  Employment
Period or the 12-month period  commencing on the Date of Termination,  whichever
is longer, he shall not at any time,  directly or indirectly (i) induce.  entice
or solicit any employee of the Company to leave his  employment,  (ii)  contact,
communicate  or solicit  any  customer  or  acquisition  prospect of the Company
derived from any customer  list,  customer lead,  mail,  printed matter or other
information  secured from the Company or its present or past  employees or (iii)
in any other manner use any customer lists or customer  leads,  mail,  telephone
numbers, printed material or other information of the Company relating thereto.

         12.4 If this  Agreement is  terminated  (a) either by the Executive for
Good Reason or by the Company  Without  Cause and (b) a Chance in Control of the
Company  has  occurred  during  the  two-year  period   preceding  the  Date  of
Termination,  or if this Agreement is terminated as a result of the  Executive's
Disability,  then the  Executive  shall  not be  subject  to any  noncompetition
obligation.


<PAGE>


13.      MISCELLANEOUS.

         13.1  Notices.  All  notices  and  other  communications   required  or
permitted  hereunder or necessary or convenient in connection  herewith shall be
in  writing  and shall be deemed to have been given  when  delivered  by hand or
mailed by registered or certified  mail,  return receipt  requested,  as follows
(provided  that  notice of chance of  address  shall be deemed  given  only when
received):

If to the Company to:

         Allied Waste Industries, Inc.
         15880 North Greenway Hayden Loop, Suite 100
         Scottsdale, Arizona 85260

If to the Executive to:

         Peter S. Hathaway
         8922 North 86th Street
         Scottsdale, Arizona   85258

or to such other names or addresses as the Company or the Executive, as the case
may be,  shall  designate  by  notice to the other  party  hereto in the  manner
specified in this Section 13.1.

         13.2  Waiver of Breach.  The waiver by any party  hereto of a breach of
any  provision of this  Agreement  shall  neither  operate nor be construed as a
waiver of any subsequent breach by any party.

         13.3 Assignment. This Agreement shall be binding, upon and inure to the
benefit of the Company, its successors,  legal  representatives and assigns, and
upon the Executive,  his heirs, executors,  administrators,  representatives and
assigns; provided, however, the Executive agrees that his rights and obligations
hereunder  are  personal  to him and may not be  assigned  without  the  express
written consent of the Company.

         13.4 Entire  Agreement,  No Oral Amendments.  This Agreement,  together
with any exhibit  attached hereto and any document,  policy,  rule or regulation
referred to herein,  replaces and merges all previous agreements and discussions
relating to the same or similar  subject  matter  between the  Executive and the
Company and  constitutes  the entire  agreement  between the  Executive  and the
Company with respect to the subject matter of this Agreement. This Agreement may
not be  modified  in any  respect by any  verbal  statement,  representation  or
agreement made by any employee,  officer, or representative of the Company or by
any  written  agreement  unless  signed  by an  officer  of the  Company  who is
expressly authorized by the Company to execute such document.

         13.5 Enforceability.  If any provision of this Agreement or application
thereof to anyone or under any  circumstances  shall be determined to be invalid
or unenforceable, such invalidity or unenforceability shall not affect any other
provisions or  applications  of this Agreement which can be given effect without
the invalid or unenforceable provision or application.

         13.6 Jurisdiction, Venue. The laws of the State of Arizona shall govern
the interpretation,  validity and effect of this Agreement without regard to the
place of execution or the place for performance thereof, and the Company and the
Executive agree that the courts situated in Maricopa County,  Arizona shall have
personal  jurisdiction  over the Company and the  Executive to hear all disputes
arising  under  this  Agreement.  This  Agreement  is to be at  least  partially
performed  in  Maricopa  County,  Arizona,  and as  such,  the  Company  and the
Executive  agree that venue shall be proper with the courts in Maricopa  County,
Arizona to hear such disputes.  In the event either the Company or the Executive
is not able to effect  service  of  process  upon the other  party  hereto  with
respect to such disputes, the Company and the Executive expressly agree that the
Secretary  of State for the State of  Arizona  shall be an agent of the  Company
and/or  the  Executive  to receive  service of process on behalf of the  Company
and/or the Executive with respect to such disputes.

         13.7  Injunctive  Relief.  The Company and the  Executive  agree that a
breach of any term of this  Agreement by the Executive  would cause  irreparable
damage to the Company and that,  in the event of such breach,  the Company shall
have,  in addition to any and all remedies of law, the right to any  injunction,
specific  performance  and other  equitable  relief to prevent or to redress the
violation of the Executive's duties or responsibilities hereunder.

         13.8  Termination  of Prior  Agreements.  The Company and the Executive
hereby terminate that certain  Employment  Agreement dated May 3, 1995,  entered
into by the Company  and  Executive,  and  further  agrees that each of them has
complied with said Employment Agreement in all respects.

         IN WITNESS WHEREOF, the undersigned,  intending to be early bound, have
executed this Agreement as of the date first written above.

                                    ALLIED WASTE INDUSTRIES, INC.



                                    By /S/ THOMAS H. VAN WEELDEN
                                    ---------------------------------
                                    Its:       PRESIDENT



                                    EXECUTIVE


                                    /S/ PETER S. HATHAWAY
                                    ----------------------------------
                                        PETER S. HATHAWAY



                           SCHEDULE A JOB DESCRIPTION