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                                                                    EXHIBIT 4.10


                              WASTE SERVICES, INC.

                         EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is dated as of July 11, 2003 by and
among WASTE SERVICES, INC., a Delaware corporation (the "Company"), CAPITAL
ENVIRONMENTAL RESOURCE INC., an Ontario, Canada corporation ("Capital") and
LARRY D. HENK (the "Executive"):

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

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

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

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

1.   EMPLOYMENT.

The Company shall employ Executive, and Executive shall be employed by the
Company, upon the terms and subject to the conditions set forth in this
Agreement, effective as of July 11, 2003 (the "Effective Date"); PROVIDED,
HOWEVER that as a condition to effectiveness of this Agreement, the Company and
Executive shall have entered into an Indemnification Agreement substantially in
the form of Exhibit A attached hereto.

2.   TERM OF EMPLOYMENT.

The period of Executive's employment under this Agreement (the "Employment
Term") shall begin on the Effective Date and shall continue until Executive's
employment is terminated in accordance with Section 5 below.

3.   DUTIES AND RESPONSIBILITIES.

(a)  Executive shall serve as President and Chief Operating Officer of the
     Company and shall report to the Chief Executive Officer of the Company. In
     such capacity, Executive shall perform the customary duties of such
     positions, along with such other duties as may be assigned to Executive
     from time to time by the Chief Executive Officer and/or by the Board of
     Directors of the Company (the "Board of Directors") or a duly authorized
     committee thereof; PROVIDED, HOWEVER that Executive shall have such
     responsibility and authority as is normally conferred upon such an officer.

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

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

4.   COMPENSATION AND BENEFITS.

(a)  BASE SALARY. During the Employment Term, the Company shall pay Executive a
     base salary at the annual rate of $400,000 USD, or such higher rate as may
     be determined from time to time by the Board of Directors or a duly
     authorized committee thereof (such amount, as increased from time to time,
     the "Base Salary"). Such Base Salary shall be paid on the Company's regular
     pay days in accordance with the Company's standard payroll practice for
     executive officers, subject only to such payroll and withholding deductions
     as may be required by law and other deductions applied generally to
     employees of the Company for insurance and other employee benefit plans.
     For all purposes under this Agreement, Executive's Base Salary shall
     include any amount which is deferred under any nonqualified plan or
     arrangement of the Company.

(b)  INCENTIVE COMPENSATION.

     (i)  ANNUAL CASH BONUS. In addition to the Base Salary, Executive shall be
          eligible for an annual cash bonus (either pursuant to a bonus or
          incentive plan or program of the Company or otherwise) for each fiscal
          year during the Employment Term. Executive's target annual cash bonus
          will be equal to 100% (the "Target Bonus Rate") of his Base Salary in
          effect at the beginning of the relevant fiscal year. The amount of the
          annual cash bonus, which may be higher or lower than the Target Bonus
          Rate, shall be determined by the Board of Directors or a duly
          authorized committee thereof based upon applicable corporate and
          individual performance targets established by the Board of Directors
          or such committee in its sole discretion (the "Annual Bonus"). For all
          purposes under this Agreement, Executive's Annual Bonus shall include
          any amount which is deferred under any nonqualified plan or
          arrangement of the Company.


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

(c)  BENEFIT PLANS.

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

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


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

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

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

(f)  REIMBURSEMENT OF CERTAIN TAX EXPENSES. The Company shall, upon written
     demand by Executive accompanied by supporting invoices, promptly reimburse
     Executive for all costs and expenses (including reasonable legal,
     accounting and other advisory fees) incurred by Executive to (i) determine,
     in any tax year of Executive, the tax consequences to Executive of any
     amount payable (or reimbursable) under Section 7 hereof, or (ii) prepare
     responses to an Internal Revenue Service audit of, and to otherwise defend,
     his personal income tax return for any year during the Employment Term or
     to defend himself in any administrative proceeding or civil litigation
     relating to any such tax return, in each case that is occasioned by or
     related to any audit by the Internal Revenue Service of the Company's
     income tax returns; PROVIDED, HOWEVER, in no event shall the Company be
     required to reimburse Executive for costs and expenses in excess of
     seventy-five thousand United States dollars ($75,000 USD) in any given
     fiscal year pursuant to this Section 4(e).

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

5.   TERMINATION OF EMPLOYMENT.

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


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

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

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

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


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

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

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

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

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

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

     (v)  The failure by the Company to pay Executive any material amount of his
          Base Salary, or any material amount of other compensation, that is due
          and payable


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          under this Agreement within ten (10) business days after Executive
          makes written demand for such amount.

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

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

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

(g)  NOTICE OF TERMINATION. Any termination of Executive's employment by the
     Company for Cause pursuant to Section 5(c), without Cause pursuant to
     Section 5(f), or as a result of Executive's Total Disability pursuant to
     Section 5(b), or by Executive for Good Reason pursuant to Section 5(d),
     shall be communicated by Notice of Termination to the other party hereto
     given in accordance with this Agreement. For purposes of this Agreement, a
     "Notice of Termination" means a written notice which (i) indicates the
     specific termination provision in this Agreement relied upon, (ii) sets
     forth in reasonable detail the facts and circumstances claimed to provide a
     basis for termination of Executive's employment under the provision so
     indicated, and (iii) specifies the effective date of termination, if such
     date is other than the date of receipt of such notice (which effective date
     shall not be (A) less than ten (10) business days after the giving of such
     notice in the case of termination by Executive for Good Reason or (B) more
     than 15 days after the giving of such notice in all other cases). Any
     voluntary termination of Executive's employment by Executive pursuant to
     Section 5(e) shall be communicated by written notice to the Company
     specifying (i) that Executive wishes to terminate his employment with the
     Company pursuant to Section 5(e) hereof and (ii) indicating the effective
     date of termination (which effective date shall not be less than 30 days
     after the giving of such notice).


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6.   COMPENSATION AND BENEFITS FOLLOWING TERMINATION OF EMPLOYMENT.

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

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

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

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

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

     (i)  Executive's estate shall be entitled to be paid:

          (A)  Executive's Base Salary at the rate in effect immediately prior
               to Executive's date of death on the Company's regular pay days
               for a period of three (3) years from the effective date of
               termination as if his employment had continued until the end of
               such three (3)-year period; and

          (B)  an aggregate amount equal to three (3) times the average of the
               Annual Bonuses paid to Executive in the three (3) most recently
               completed fiscal years preceding the effective date of
               termination, without regard to whether the payment of all or any
               portion of such Annual Bonus has been


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               deferred (such average being hereinafter referred to as the
               "Bonus Average"), which shall be paid in equal installments on
               the Company's regular pay days over the course of thirty-six (36)
               months from the effective date of termination; PROVIDED, HOWEVER,
               that if at the time of termination Executive has not been
               employed by the Company for three fiscal years, the Bonus
               Average shall be deemed for all purposes of this Agreement
               to equal Executive's Target Bonus Rate multiplied by his
               Base Salary at the rate in effect immediately prior to the
               effective date of termination. The Company may purchase insurance
               to cover all or any part of the obligations set forth in this
               Section 6(b)(i) and Executive agrees to submit to a physical
               examination from time to time to facilitate the procurement or
               renewal of such insurance. Any proceeds of such insurance paid to
               Executive or his beneficiaries or estate shall be considered a
               portion of the payments required to be made to Executive pursuant
               to this Section 6(b)(i) and shall not be in addition thereto.

     (ii) Executive's dependents shall be entitled to continue to receive
          medical, dental and vision insurance coverage at least equal in type
          and amount to that made available to dependents of full-time senior
          executives of the Company immediately prior to Executive's death for a
          period of three (3) years from the effective date of termination, or
          until Executive's dependents become eligible for employer-provided
          health insurance benefits from any other person or business entity
          (whether or not those health insurance benefits are comparable to the
          health insurance benefits provided by the Company), whichever occurs
          first. In the event that participation in any such plan, program or
          arrangement of the Company is prohibited, the Company will arrange to
          provide benefits substantially similar to those benefits which
          Executive's dependents would have been entitled to receive under such
          plan, program or arrangement for such period.

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

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

     (i)  Subject to Section 6(c)(ii) below, Executive shall be entitled to be
          paid:

          (A)  his Base Salary at the rate in effect immediately prior to the
               effective date of termination on the Company's regular pay days
               for a period of three (3)


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               years from the effective date of termination as if his employment
               had continued until the end of such three (3) year period; and

          (B)  an aggregate amount equal to three (3) times the Bonus Average,
               which shall be paid in equal installments on the Company's
               regular pay days over the course of thirty-six (36) months from
               the effective date of termination.

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

    (iii) Executive and his dependents shall be entitled to continue to receive
          medical, dental and vision insurance coverage at least equal in type
          and amount to that made available to full-time senior executives of
          the Company immediately prior to the effective date of termination for
          a period of three (3) years from the effective date of termination, or
          until Executive becomes eligible for employer-provided health
          insurance benefits from any other person or business entity (whether
          or not those health insurance benefits are comparable to the health
          insurance benefits provided by the Company), whichever occurs first.
          In the event that participation in any such plan, program, or
          arrangement of the Company is prohibited, the Company will arrange to
          provide benefits substantially similar to those benefits which
          Executive would have been entitled to receive under such plan,
          program, or arrangement, for such period.

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

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


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(e)  VOLUNTARY TERMINATION BY EXECUTIVE. In the event that Executive terminates
     his employment without Good Reason pursuant to Section 5(e) hereof, the
     Company shall not be obligated to make any payments to Executive under this
     Agreement on or following the date of termination, other than the
     compensation and benefits provided for in Section 6(a) above.

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

     (i)  Executive shall be entitled to be paid:

          (A)  his Base Salary at the rate in effect immediately prior to the
               effective date of termination on the Company's regular pay days
               for a period of two (2) years from the effective date of
               termination as if his employment had continued until the end of
               such two (2)-year period; and

          (B)  an aggregate amount equal to two (2) times the Bonus Average,
               which shall be paid in equal installments on the Company's
               regular pay days over the course of twenty-four (24) months from
               the effective date of termination.

     (ii) Executive and his dependents shall be entitled to continue to receive
          medical, dental and vision insurance coverage at least equal in type
          and amount to that made available to full-time senior executives of
          the Company immediately prior to the effective date of termination for
          a period of three (3) years from the effective date of termination, or
          until Executive becomes eligible for employer-provided health
          insurance benefits from any other person or business entity (whether
          or not those health insurance benefits are comparable to the health
          insurance benefits provided by the Company), whichever occurs first.
          In the event that participation in any such plan, program or
          arrangement of the Company is prohibited, the Company will arrange to
          provide benefits substantially similar to those benefits which
          Executive would have been entitled to receive under such plan, program
          or arrangement for such period.

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

     PROVIDED, HOWEVER, that if the Company terminates Executive's employment
     without Cause or Executive terminates his employment with the Company for
     Good Reason


                                      -11-
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     within the one-year period preceding, or within the two-year period
     following, a "Change of Control", Executive shall be paid the compensation
     and benefits provided for in Section 7 hereof rather than the compensation
     and benefits provided for in this Section 6(f).

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

7.   CHANGE OF CONTROL.

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

     (i)  a lump sum amount equal to three(3) times the sum of (A) and (B)
          below:

          (A)  his Base Salary at the rate in effect immediately prior to the
               effective date of termination; and

          (B)  the Bonus Average.

     (ii) Executive and his dependents shall be entitled to continue to receive
          medical, dental and vision insurance coverage at least equal in type
          and amount to that made available to full-time senior executives of
          the Company immediately prior to the effective date of termination for
          a period of three (3) years from the effective date of termination, or
          until Executive becomes eligible for employer-provided health
          insurance benefits from any other person or business entity (whether
          or not those health insurance benefits are comparable to the health
          insurance benefits provided by the Company), whichever occurs first.
          In the event that participation in any such plan, program, or
          arrangement of the Company is prohibited, the Company will arrange to
          provide benefits substantially similar to those benefits which
          Executive would have been entitled to receive under such plan,
          program, or arrangement, for such period.


                                      -12-
<PAGE>


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

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

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

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

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

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

     (v)  the individuals who constituted the Board of Directors as of the
          Effective Date (the "Incumbent Board") ceasing for any reason to
          constitute at least a majority of the Board of Directors; provided,
          that any person becoming a director whose


                                      -13-
<PAGE>


          election or nomination for election was approved by a majority of the
          members of the Incumbent Board shall be considered, for purposes of
          this Agreement, a member of the Incumbent Board; and provided further
          that, notwithstanding anything herein to the contrary, a Change of
          Control shall not be deemed to have occurred in connection with (i)
          any public offering of the common stock of the Company for cash; (ii)
          any transaction with an entity or group that includes, is affiliated
          with or is wholly or partially controlled by, one or more executive
          officers of the Company in office immediately prior to the transaction
          that would otherwise constitute a Change of Control; (iii) any capital
          raising transaction (including any investment by one or more private
          equity funds) for the purpose of financing acquisitions specifically
          identified by the Board of Directors of the Company; or (iv) the U.S.
          Reorganization Transaction.

(c)  CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY. In the event that any portion
     of the payments or benefits provided to Executive under this Agreement or
     pursuant to any other plan, arrangement or agreement between Executive and
     the Company or any Affiliate thereof (collectively, "Total Payments") would
     be subject to the tax (the "Excise Tax") imposed by Section 4999 of the
     Code or any similar tax that may hereafter be imposed, then Executive shall
     be entitled to receive an additional payment (the "Gross-up Payment") in an
     amount which, when combined with the net amount of the Total Payments
     retained by Executive after giving effect to the application of the Excise
     Tax and all other applicable taxes on the Total Payments (including any
     interest or penalties imposed with respect to such taxes), will result in
     receipt by Executive of a Gross-up Payment equal to the Excise Tax imposed
     upon the Total Payments.

     (i)  Determination by Accounting Firm. Subject to the provisions of Section
          7(c)(ii) below, all determinations required to be made under this
          Section 7(c), including whether a Gross-up Payment is required, the
          amount of the Gross-Up Payment and the assumptions to be utilized in
          arriving at such determination, shall be made by the Company's
          independent auditors or such other certified public accounting firm
          reasonably acceptable to Executive as may be designated by the Company
          (the "Accounting Firm"). The Accounting Firm shall provide detailed
          calculations supporting the Gross-up Payment to the Company and
          Executive. All fees and expenses of the Accounting Firm shall be paid
          solely by the Company. Any Gross-Up Payment, as determined pursuant to
          this Section 7(c), shall be paid by the Company to Executive not later
          than the due date for the payment of any Excise Tax. Any determination
          by the Accounting Firm shall be binding upon the Company and
          Executive. As a result of the uncertainty in the application of
          Section 4999 of the Code at the time of the initial determination by
          the Accounting Firm hereunder, it is possible that Gross-Up Payments
          which will not have been made by the Company should have been made
          ("Underpayment"), consistent with the calculations required to be made
          hereunder. In the event that the Company exhausts its remedies
          pursuant to Section 7(c)(ii) and Executive


                                      -14-
<PAGE>


          thereafter is required to make a payment of any Excise Tax, the
          Accounting Firm shall determine the amount of the Underpayment that
          has occurred and any such Underpayment shall be promptly paid by the
          Company to or for Executive's benefit.

     (ii) The Company's Right to Contest Excise Tax. Executive agrees to notify
          the Company in writing of any claim by the Internal Revenue Service
          that, if successful, would require the payment by the Company of the
          Gross-Up Payment. Such notification shall be given as soon as
          practicable but no later than ten (10) business days after Executive
          is informed in writing of such claim and shall apprise the Company of
          the nature of such claim and the date on which such claim is requested
          to be paid. Executive shall not pay such claim prior to the expiration
          of the 30-day period following the date on which Executive gives such
          notice to the Company (or such shorter period ending on the date that
          any payment of taxes with respect to such claim is due). If the
          Company notifies Executive in writing prior to the expiration of such
          period that it desires to contest such claim, Executive agrees to:

          (A)  give the Company any information reasonably requested by the
               Company relating to such claim,

          (B)  take such action in connection with contesting such claim as the
               Company shall reasonably request in writing from time to time,
               including, without limitation, accepting legal representation
               with respect to such claim by an attorney reasonably selected by
               the Company;

          (C)  cooperate with the Company in good faith in order to effectively
               contest such claim, and

          (D)  permit the Company to participate in any proceedings relating to
               such claim;

          PROVIDED, however, that the Company agrees to bear and pay directly
          all costs and expenses (including additional interest and penalties)
          incurred in connection with such contest and shall indemnify and hold
          Executive harmless, on an after-tax basis, for any Excise Tax or
          income tax (including interest and penalties with respect thereto)
          imposed as a result of such representation and payment of costs and
          expenses. Without limitation on the foregoing provisions of this
          Section 7(c)(ii), the Company shall control all proceedings taken in
          connection with such contest and, at its sole option, may pursue or
          forego any and all administrative appeals, proceedings, hearings and
          conferences with the taxing authority in respect of such claim and
          may, at its sole option, either direct Executive to pay the tax
          claimed and sue for a refund or contest the claim in any permissible
          manner, and Executive agrees to prosecute such contest to a
          determination before any


                                      -15-
<PAGE>

          administrative tribunal, in a court of initial jurisdiction and in one
          or more appellate courts, as the Company shall determine; PROVIDED,
          HOWEVER, that if the Company directs Executive to pay such claim and
          sue for a refund, the Company shall advance the amount of such payment
          to Executive, on an interest-free basis, and shall indemnify and hold
          Executive harmless, on an after-tax basis, from any Excise Tax or
          income tax (including interest or penalties with respect thereto)
          imposed with respect to such advance or with respect to any imputed
          income with respect to such advance; and FURTHER PROVIDED that any
          extension of the statute of limitations relating to payment of taxes
          for Executive's taxable year with respect to which such contested
          amount is claimed to be due is limited solely to such contested
          amount. Furthermore, the Company's control of the contest shall be
          limited to issues with respect to which a Gross-Up Payment would be
          payable hereunder and Executive shall be entitled to settle or
          contest, as the case may be, any other issue raised by the Internal
          Revenue Service or any other taxing authority.

    (iii) Repayment to the Company. If, after the receipt by Executive of an
          amount advanced by the Company pursuant to Section 7(c)(ii), Executive
          becomes entitled to receive any refund with respect to such claim,
          Executive shall promptly pay to the Company the amount of such refund
          (together with any interest paid or credited thereon after taxes
          applicable thereto). If, after the receipt by Executive of an amount
          advanced by the Company pursuant to Section 7(c)(ii), a determination
          is made that Executive is not entitled to any refund with respect to
          such claim and the Company does not notify Executive in writing of its
          intent to contest such denial of refund prior to the expiration of
          thirty (30) days after such determination, then such advance shall be
          forgiven and shall not be required to be repaid and the amount of such
          advance shall offset, to the extent thereof, the amount of Gross-Up
          Payment required to be paid.

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

8.   RESTRICTIVE COVENANTS.

(a)  COMPETITIVE ACTIVITY. Executive covenants and agrees that at all times
     during Executive's employment with the Company, and during the Non-Compete
     Period (as defined below), Executive will not, acting alone or in
     conjunction with others, without the prior written consent of the Company,
     directly or indirectly, engage or participate in, assist, render services
     to or for, or have any active interest or involvement in, whether as an
     employee, principal, agent, consultant, creditor, lender, advisor,
     employer, officer, director, stockholder (excluding holdings by Executive
     of up to 3% of the voting stock of any corporation subject to the periodic
     reporting requirements of the Exchange Act),


                                      -16-
<PAGE>


     partner, proprietor or in any other individual or representative capacity
     in or with, any person, entity or business which competes, directly or
     indirectly, with the Company or any Affiliate in any of the business areas
     or territories in which the Company or any Affiliate then conducts business
     or with any development opportunity being pursued by the Company during the
     Non-Compete Period irrespective of it's geographic location(s).

(b)  NON-SOLICITATION. Executive covenants and agrees that at all times during
     Executive's employment with the Company, and during the Non-Compete Period,
     Executive will not, without the prior written consent of the Company,
     directly or indirectly (i) induce, solicit or entice any customer of the
     Company or any customer of any Affiliate to patronize any person, business
     or entity which competes, directly or indirectly, with the Company or such
     Affiliate in any of the business areas or territories in which the Company
     or such Affiliate then conducts business; (ii) canvass, solicit or accept
     any business from any customer of the Company or any customer of any
     Affiliate (other than in connection with the performance by Executive of
     his duties and responsibilities for the Company in accordance with this
     Agreement) in any of the business areas or territories in which the Company
     or any Affiliate of the Company then conducts business; (iii) request or
     advise any customer of the Company or any customer of any Affiliate to
     withdraw, curtail or cancel such customer's business with the Company or
     such Affiliate in any of the business areas or territories in which the
     Company or any Affiliate of the Company then conducts business; (iv)
     contact, communicate with or solicit any acquisition prospect of the
     Company or any acquisition prospect of any Affiliate (other than in
     connection with the performance by Executive of his duties for the Company
     in accordance with this Agreement); (v) disclose to any other person,
     entity or business the names or addresses of any customer or acquisition
     prospect of the Company or any customer or acquisition prospect of any
     Affiliate (other than as required in connection with the performance by
     Executive of his duties for the Company in accordance with this Agreement);
     (vi) cause, solicit, entice or induce any present or future employee of the
     Company or any present or future employee of any Affiliate to leave the
     employ of the Company or such Affiliate, or to accept employment with, or
     compensation from, Executive or any person, entity or business (other than
     the Company or any Affiliate) with which Executive is affiliated or by whom
     Executive is employed; or (vii) use any customer lists or customer leads,
     mail, telephone numbers, printed material or other information obtained
     from the Company or any Affiliate or any employee of any of the foregoing
     (other than in connection with the performance by Executive of his duties
     for the Company in accordance with this Agreement).

(c)  NON-DISPARAGEMENT.

     (i)  Executive covenants and agrees that Executive shall not engage in any
          pattern of conduct that involves the making or publishing of written
          or oral statements or remarks (including, without limitation, the
          repetition or distribution of derogatory rumors, allegations, negative
          reports or comments) which are disparaging,


                                      -17-
<PAGE>


          deleterious or damaging to the integrity, reputation or good will of
          the Company or any Affiliate or any member of management of the
          Company or any Affiliate.

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

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

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

     (i)  in the event (A) Executive's employment hereunder is terminated by the
          Company without Cause pursuant to Section 5(f), or by Executive for
          Good Reason pursuant to Section 5(d), and (B) a Change of Control did
          not occur within the two-year period preceding, and does not occur
          within the one-year period following, the effective date of
          termination, the Non-Compete Period shall mean the period beginning on
          the effective date of termination and ending on the second anniversary
          of the effective date of termination;

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

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

     (iv) in the event Executive's employment hereunder is terminated by
          Executive voluntarily pursuant to Section 5(e), or by the Company with
          Cause pursuant to


                                      -18-
<PAGE>


          Section 5(c), the Non-Compete Period shall mean the period beginning
          on the effective date of termination and ending on the first
          anniversary of the effective date of termination; and

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

9.   ENFORCEMENT OF COVENANTS.

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

(b)  RIGHT TO INJUNCTION. Executive acknowledges that a breach of the covenants
     set forth in Section 8 hereof will cause irreparable damage to the Company
     with respect to which the Company's remedy at law for damages will be
     inadequate. Therefore, in the event of a breach of the covenants set forth
     in Section 8 by Executive or if the Company has reasonable grounds to
     believe that a breach by Executive of the covenants set forth in Section 8
     is imminent, Executive and the Company agree that the Company shall be
     entitled to the following particular forms of relief, in addition to
     remedies otherwise available to it at law or in equity; (i) injunctions,
     both preliminary and permanent, enjoining or restraining such breach or
     anticipatory breach and Executive hereby consents to the issuance thereof
     forthwith and without bond by any court of competent jurisdiction; and (ii)
     recovery of all reasonable sums expended and costs, including reasonable
     attorney's fees, incurred by the Company to enforce the covenants set forth
     in Section 8.

(c)  SEPARABILITY OF COVENANTS. The covenants contained in Section 8 hereof
     constitute a series of separate covenants, one for each applicable State in
     the United States and the District of Columbia, and one for each province
     and Territory in Canada. If in any judicial proceeding, a court shall hold
     that any of the covenants set forth in Section 8 exceed the time,
     geographic, or occupational limitations permitted by applicable laws,
     Executive and the Company agree that such provisions shall and are hereby
     reformed to the maximum time, geographic, or occupational limitations
     permitted by such laws. Further, in the event a court shall hold
     unenforceable any of the separate covenants deemed included herein, then
     such unenforceable covenant or covenants shall be deemed eliminated from
     the provisions of this Agreement for the purpose of such proceeding to the
     extent necessary to permit the remaining separate covenants to be


                                      -19-
<PAGE>


     enforced in such proceeding. Executive and the Company further agree that
     the covenants in Section 8 shall each be construed as a separate agreement
     independent of any other provisions of this Agreement, and the existence of
     any claim or cause of action by Executive against the Company, whether
     predicated on this Agreement or otherwise, shall not constitute a defense
     to the enforcement by the Company of any of the covenants of Section 8.

10.  MITIGATION OF DAMAGES; ATTORNEY'S FEES.

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

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

11.  WITHHOLDING OF TAXES.

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

12.  ASSIGNMENT.

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

13.  ENTIRE AGREEMENT; AMENDMENT.

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


                                      -20-
<PAGE>


instrument signed by the party against whom such amendment or waiver is sought
to be enforced.

14.  GOVERNING LAW; JURISDICTION.

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

15.  NOTICES.

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

     To the Company or Capital:

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

     with a copy to:

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

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

16.  MISCELLANEOUS.

(a)  WAIVER. The failure of a party to insist upon strict adherence to any term
     of this Agreement on any occasion shall not be considered a waiver thereof
     or deprive that party


                                      -21-
<PAGE>


     of the right thereafter to insist upon strict adherence to that term or any
     other term of this Agreement. The waiver by any party hereto of a breach of
     any provision of this Agreement shall neither operate nor be construed as a
     general waiver or as a specific waiver of any subsequent breach by any
     party, unless otherwise expressly provided in such waiver.

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

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

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

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

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

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


                                      -22-
<PAGE>


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

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


                           [SIGNATURE PAGES TO FOLLOW]


                                      -23-
<PAGE>


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

THE COMPANY:

WASTE SERVICES, INC.

By:    /s/ David Sutherland-Yoest
       --------------------------
Name:  David Sutherland-Yoest
Title: President

Date:  July 11, 2003

CAPITAL:

CAPITAL ENVIRONMENTAL RESOURCE INC.

By:    /s/ David Sutherland-Yoest
       --------------------------
Name:  David Sutherland-Yoest
Title: President

EXECUTIVE:

By:    /s/ Larry D. Henk
       -----------------
       Larry D. Henk

Date:  July 11, 2003


                                      -24-