<PAGE>
 
                                                                   EXHIBIT 10.67
 
                      EASTERN ENVIRONMENTAL SERVICES, INC.
                             1997 STOCK OPTION PLAN
 
                       EFFECTIVE DATE: NOVEMBER 14, 1997
 
                                          Approved by Shareholders: ___________
 
<PAGE>
 
          EASTERN ENVIRONMENTAL SERVICES, INC. 1997 STOCK OPTION PLAN
 
<TABLE>
<S>                                                                          <C>
ARTICLE I...................................................................  31
  PURPOSE AND EFFECTIVE DATE................................................  31
    (S)1.1  Purpose.........................................................  31
    (S)1.2  Effective Date and Expiration of Plan...........................  31
ARTICLE II..................................................................  31
  DEFINITIONS...............................................................  31
    (S)2.1  "Board".........................................................  31
    (S)2.2  "Cause".........................................................  31
    (S)2.3  "Code"..........................................................  31
    (S)2.4  "Committee".....................................................  31
    (S)2.5  "Company".......................................................  31
    (S)2.6  "Company Stock".................................................  31
    (S)2.7  "Effective Date"................................................  31
    (S)2.8  "Eligible Individual"...........................................  31
    (S)2.9  "Fair Market Value".............................................  31
    (S)2.10 "Incentive Stock Option"........................................  32
    (S)2.11 "Non-Employee Director".........................................  32
    (S)2.12 "Nonqualified Stock Option".....................................  32
    (S)2.13 "Option"........................................................  32
    (S)2.14 "Option Price"..................................................  32
    (S)2.15 "Optionee"......................................................  32
    (S)2.16 "Personal Representative".......................................  32
    (S)2.17 "Plan"..........................................................  32
    (S)2.18 "Related Corporation"...........................................  32
    (S)2.19 "Stock Option Agreement"........................................  32
ARTICLE III.................................................................  32
  ADMINISTRATION............................................................  32
    (S)3.1  Committee to Administer.........................................  32
    (S)3.2  Powers of Committee.............................................  33
ARTICLE IV..................................................................  33
  OPTIONS...................................................................  33
    (S)4.1  Eligibility for Options.........................................  33
    (S)4.2  Shares Available Under the Plan.................................  33
ARTICLE V...................................................................  34
  TERMS OF OPTIONS..........................................................  34
    (S)5.1  Grant of Stock Options..........................................  34
    (S)5.2  Period of Option................................................  34
    (S)5.3  Stock Option Agreement..........................................  34
    (S)5.4  Option Price, Exercise and Payment..............................  34
    (S)5.5  Limitations on Incentive Stock Options..........................  35
    (S)5.6  Termination of Employment or Service............................  35
    (S)5.7  Shareholder Rights and Privileges...............................  36
</TABLE>

<PAGE>
 
<TABLE>
<S>                                                                          <C>
ARTICLE VI..................................................................  36
  MISCELLANEOUS PROVISIONS..................................................  36
    (S)6.1  Nontransferability..............................................  36
    (S)6.2  Adjustments Upon Changes in Stock...............................  36
    (S)6.3  Amendment, Suspension, and Termination of Plan..................  37
    (S)6.4  Nonuniform Determinations.......................................  38
    (S)6.5  General Restriction.............................................  38
    (S)6.6  No Right To Employment..........................................  38
    (S)6.7  Governing Law...................................................  38
    (S)6.8  Application of Funds............................................  38
</TABLE>
<PAGE>
 
          EASTERN ENVIRONMENTAL SERVICES, INC. 1997 STOCK OPTION PLAN
 
                                   ARTICLE I
 
                          Purpose and Effective Date
 
  (S)1.1 Purpose. The purpose of the Plan is to provide incentives, through
the grant of stock options, for selected employees, directors, and consultants
of the Company and Related Corporations to promote the long-term growth and
financial success of the Company and Related Corporations.
 
  (S)1.2 Effective Date and Expiration of Plan. The Plan shall be effective on
the date on which it is adopted by the Board. Unless earlier terminated by the
Board pursuant to Section 6.3, the Plan shall terminate on the tenth
anniversary of its Effective Date. No Option shall be granted pursuant to the
Plan after its termination date, but Options granted prior to the termination
date may extend beyond that date.
 
                                  ARTICLE II
 
                                  Definitions
 
  The following words and phrases, as used in the Plan, shall have these
meanings:
 
  (S)2.1 "Board" means the Board of Directors of the Company.
 
  (S)2.2 "Cause" means a good faith determination by the Board that an
Optionee has (i) breached any material term or provision of the Optionee's
employment agreement; (ii) engaged in any type of disloyalty to the Company or
a Related Corporation, including without limitation fraud, embezzlement,
theft, or dishonesty in the course of his employment or service to the Company
and Related Corporations; (iii) been convicted of a felony; (iv) disclosed any
proprietary information of the Company or a Related Corporation without the
consent of the Company or the Related Corporation; or (v) breached the terms
of any written confidentiality agreement or any non-competition agreement with
the Company or a Related Corporation in any material respect.
 
  (S)2.3 "Code" means the Internal Revenue Code of 1986, as amended.
 
  (S)2.4 "Committee" means the Compensation Committee of the Board which shall
consist of not less than two directors of the Company who shall be appointed
by, and shall serve at the pleasure of, the Board. Each member of the
Committee, while serving as such, shall be deemed to be acting in his or her
capacity as a director of the Company. It is intended that each member of the
Committee shall be an "outside director" within the meaning of Treas. Reg. (S)
1.162-27(e)(3) or any successor thereto, and shall be a Non-Employee Director.
Notwithstanding the foregoing, if the Committee does not consist solely of two
(2) or more Non-Employee Directors, each Option must be approved by the full
Board.
 
  (S)2.5 "Company" means Eastern Environmental Services, Inc. and its
successors and assigns.
 
  (S)2.6 "Company Stock" means the common stock of the Company, par value
$0.01 per share.
 
  (S)2.7 "Effective Date" means November 14, 1997, the date the Plan is
adopted by the Board.
 
  (S)2.8 "Eligible Individual" means an employee, director (who may, but need
not, be an employee), or consultant of the Company or a Related Corporation.
 
  (S)2.9 "Fair Market Value" means, as of any specified date, an amount
arrived at by a good faith determination of the Committee and shall be (i) the
quoted closing price, if there is a market for Company Stock on a registered
securities exchange or in an over the counter market, on the specified date;
(ii) the weighted average of the quoted closing price on the nearest date
before and the nearest date after the specified date, if there are no sales on
the specified date but there are sales on dates within a reasonable period
both before and
<PAGE>
 
after the specified date; (iii) the mean between the bid and asked prices, as
reported by the National Quotation Bureau on the specified date, if actual
sales are not available during a reasonable period beginning before and ending
after the specified date; or (iv) the value determined under such other method
of determining fair market value as shall be authorized by the Code, or the
rules or regulations thereunder, and adopted by the Committee. Where the fair
market value of the optioned shares of Company Stock is determined under (ii)
above, the average of the quoted closing prices on the nearest date before and
the nearest date after the specified date is to be weighted inversely by the
respective numbers of trading days between the selling dates and the specified
date (i.e., the valuation date), in accordance with Treas. Reg. (S) 20.2031-
2(b)(1).
 
  (S)2.10 "Incentive Stock Option" means an option within the meaning of
section 422 of the Code.
 
  (S)2.11 "Non-Employee Director" means a director who:
 
    (1) Is not currently an officer (as defined in 17 CFR (S)240.16a-1(f))
  of, or otherwise currently employed by, the Company or a parent or
  subsidiary of the Company within the meaning of 17 CFR (S)240.16b-3(b)(3);
 
    (2) Does not receive compensation, either directly or indirectly, from
  the Company or a parent or subsidiary of the Company within the meaning of
  17 CFR (S)240.16b-3(b)(3) for services rendered as a consultant or in any
  other capacity other than as a director, except for an amount that does not
  exceed the dollar amount for which disclosure would be required under 17
  CFR (S)229.404(a);
 
    (3) Does not possess an interest in any other transaction for which
  disclosure would be required pursuant to 17 CFR (S)229.404(a); and
 
    (4) Is not engaged in a business relationship for which disclosure would
  be required pursuant to 17 CFR (S)229.404(b).
 
  (S)2.12 "Nonqualified Stock Option" means an option other than an Incentive
Stock Option.
 
  (S)2.13 "Option" means either a Nonqualified Stock Option or an Incentive
Stock Option to purchase Company Stock which is granted under the Plan.
 
  (S)2.14 "Option Price" means the price at which Company Stock may be
purchased under an Option as provided in Section 5.4.
 
  (S)2.15 "Optionee" means an Eligible Individual who receives an Option.
 
  (S)2.16 "Personal Representative" means the person or persons who, upon the
death, disability, or incompetency of an Optionee, shall have acquired, by
will or by the laws of descent and distribution or by other legal proceedings,
the right to exercise an Option theretofore granted to such Optionee.
 
  (S)2.17 "Plan" means the Eastern Environmental Services, Inc. 1997 Stock
Option Plan.
 
  (S)2.18 "Related Corporation" means either a corporate subsidiary of the
Company, as defined in section 424(f) of the Code, or the corporate parent of
the Company, as defined in section 424(e) of the Code.
 
  (S)2.19 "Stock Option Agreement" means an agreement entered into between an
Optionee and the Company under Section 5.3.
 
                                  ARTICLE III
 
                                Administration
 
  (S)3.1 Committee to Administer. The Plan shall be administered by the
Committee. The Committee shall have full power and authority to interpret and
administer the Plan, to establish and amend rules and regulations for its
administration, and to make such determinations and interpretations under, or
in connection with, the Plan
<PAGE>
 
as it deems necessary or advisable. The Committee's decisions shall be final
and conclusive with respect to the interpretation of the Plan and any Option
made under it. No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Option granted under it.
 
  The Committee shall select one of its members as chairman, and shall hold
meetings at such time and places as it may determine. The acts of a majority
of the Committee at a meeting at which a quorum is present, or acts reduced to
or approved in writing by a majority of the members of the Committee, shall be
valid acts of the Committee.
 
  (S)3.2 Powers of Committee.
 
  (a) Subject to the provisions of the Plan, the Committee shall have
authority, in its discretion, to determine those Eligible Individuals who
shall receive Options, the time or times when such Options shall be granted,
whether an Incentive Stock Option or a Nonqualified Stock Option shall be
granted, and the number of shares to be subject to each Option.
 
  (b) The Committee shall determine the terms, restrictions, and provisions of
the agreement relating to each Option, including the period over which the
Option shall vest and such terms, restrictions, and provisions as shall be
necessary to cause certain options to qualify as Incentive Stock Options. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Stock Option Agreement, in such manner and
to the extent the Committee shall determine in order to carry out the purposes
of the Plan.
 
                                  ARTICLE IV
 
                                    Options
 
  (S)4.1 Eligibility for Options. An Option may be granted to any Eligible
Individual selected by the Committee. In making this selection and in
determining the form of Option and the number of shares of Company Stock
subject to the Option, the Committee may give consideration to the functions
and responsibilities of the respective Eligible Individual, his or her present
and potential contributions to the success of the Company and Related
Corporations, the value of his or her services to the Company and Related
Corporations, and such other factors deemed relevant by the Committee;
provided, however, that Incentive Stock Options shall not be granted to any
Eligible Individual who is not an employee of the Company or a Related
Corporation. The Committee may provide in an Option that said Option may be
exercised only if certain conditions, as determined by the Committee, are
fulfilled.
 
  (S)4.2 Shares Available Under the Plan. The Company Stock to be offered
under the Plan pursuant to Options may be authorized but unissued shares or
reacquired shares, and the Company may purchase shares required for this
purpose, from time to time, if it deems such purchase to be advisable. Subject
to adjustment under Section 6.2, no more than 5,000,000 shares of Company
Stock shall be issuable upon exercise of Options; provided, however, that no
Eligible Individual who is an employee of the Company or a Related Corporation
shall receive Options for more than 1,000,000 shares of Company Stock. Any
shares of Company Stock subject to an Option which for any reason is cancelled
or terminated without having been exercised shall again be available for the
granting of Options; provided, however, that (i) if an Option is cancelled,
the cancelled Option is counted against the maximum number of shares for which
Options may be granted to an employee, and (ii) if the Option Price is reduced
after the date of grant, the transaction is treated as a cancellation of an
Option and the grant of a new Option for purposes of counting the maximum
number of shares for which Options may be granted to an employee.
<PAGE>
 
                                   ARTICLE V
 
                               Terms of Options
 
  (S)5.1 Grant of Stock Options. The Committee may, from time to time, subject
to the provisions of the Plan and such terms and conditions as the Committee
may prescribe, grant Options to any Eligible Individual, provided that
Incentive Stock Options shall not be awarded to any Eligible Individual who is
not an employee of the Company or a Related Corporation. Grants of Incentive
Stock Options and Nonqualified Stock Options shall be separate and not in
tandem. The granting of an Option shall not be deemed either to entitle the
Eligible Individual to, or to disqualify the Eligible Individual from, any
participation in any other grant of Options under the Plan.
 
  (S)5.2 Period of Option. Options shall be vested and exercisable in such
installments and on such dates as the Committee may specify, provided that the
Committee may accelerate the vesting and/or exercise date of any outstanding
Options, in its discretion, if it deems such acceleration to be desirable. Any
Option shares, the right to the purchase of which has accrued, may be
purchased at any time up to the expiration or termination of the Option.
Subject to Section 5.5(b) (relating to the grant of Incentive Stock Options to
more-than-10% shareholders), the duration of each Option shall not be more
than ten years from the date of grant.
 
  (S)5.3 Stock Option Agreement. Each Option shall be evidenced by a Stock
Option Agreement, in such form and containing such provisions not inconsistent
with the provisions of the Plan as the Committee from time to time shall
approve. Each Stock Option Agreement shall specify whether the Option is an
Incentive Stock Option or Nonqualified Stock Option; provided, however, if the
Option is not designated in the Stock Option Agreement as an Incentive Stock
Option or Nonqualified Stock Option, the Option shall constitute an Incentive
Stock Option if it complies with the terms of section 422 of the Code, and
otherwise, it shall constitute a Nonqualified Stock Option.
 
  (S)5.4 Option Price, Exercise and Payment.
 
  (a) The Option Price of Company Stock under each Option shall be determined
and fixed by the Committee at the time the Option is granted, but, subject to
Section 5.5(b) (relating to the grant of Incentive Stock Options to more-than-
10% shareholders), shall be a price not less than the greater of 100 percent
of the Fair Market Value of Company Stock or the par value thereof at the date
such Option is granted.
 
  (b) Options may be exercised from time to time by giving written notice to
the Company, specifying the number of shares to be purchased. No Option may be
exercised for less than 100 shares unless the issue of a lesser number is
enough to exhaust the Option. The notice of exercise shall be accompanied by
payment in full of the Option Price for the shares being purchased.
 
  (c) The Option Price shall be payable in cash or its equivalent, or if the
Committee, in its discretion, so provides in the related Stock Option
Agreement or, in the case of Options which are not Incentive Stock Options, so
determines at or prior to the time of exercise, in whole or in part:
 
   (i) through the transfer to the Company of shares of Company Stock
 previously acquired by the Optionee, provided that, unless otherwise provided
 in the related Stock Option Agreement, if such shares of Company Stock were
 acquired through the exercise of an Incentive Stock Option and are used to
 pay the Option Price of an Incentive Stock Option, such shares have been held
 by the Optionee for a period of not less than the holding period described in
 section 422(a)(1) of the Code on the date of exercise, or if such shares of
 Company Stock were acquired through exercise of a Nonqualified Stock Option
 or through exercise of an Incentive Stock Option and are used to pay the
 Option Price of a Nonqualified Stock Option, such shares have been held by
 the Optionee for a period of more than one year on the date of exercise;
 
    (ii) through the transfer to the Company of any combination of cash, or
  its equivalent, and (i) above; or
<PAGE>
 
    (iii) by delivering a properly executed notice of exercise of the Option
  to the Company and a broker, with irrevocable instructions to the broker
  promptly to deliver to the Company the amount of sale or loan proceeds
  necessary to pay the exercise price of the Option.
 
However, in no event may the Option Price of an Option be paid through the
transfer to the Company of shares of Company Stock newly acquired by the
Optionee upon exercise of such Option.
 
  In the event such Option Price is paid in whole, or in part, with previously
acquired shares of Company Stock, the portion of the Option Price so paid
shall be equal to the value, as of the date of exercise of the Option, of such
shares. The value of such shares shall be equal to the number of such shares
multiplied by the Fair Market Value of such shares on the date of exercise (or
the immediately preceding trading day if the date of exercise is not a trading
day). The Company shall not issue or transfer Company Stock upon exercise of
an Option until the Option Price is fully paid. If the related Stock Option
Agreement so provides, the Optionee may satisfy any amount required to be
withheld by the Company under applicable federal, state and/or local tax laws
in effect from time to time, by electing to have the Company withhold a
portion of the shares of Company Stock to be delivered for the payment of such
taxes on such terms and conditions as the Stock Option Agreement specifies.
 
  (S)5.5 Limitations on Incentive Stock Options.
 
  (a) The aggregate Fair Market Value (determined as of the date the Incentive
Stock Option is granted) of the Company Stock with respect to which Incentive
Stock Options are exercisable for the first time by an Optionee during any
calendar year (under this Plan and any other plan of the Company) may not
exceed one hundred thousand dollars ($100,000).
 
  (b) If the Optionee owns more than ten percent (10%) of the total combined
voting power of all shares of stock of the Company or of a Related Corporation
at the time an Incentive Stock Option is granted to him or her, the Option
price for the Incentive Stock Option shall be not less than the greater of (i)
one hundred ten percent (110%) of the Fair Market Value of the optioned shares
of Company Stock on the date the Incentive Stock Option is granted, or (ii)
the par value thereof, and such Incentive Stock Option, by its terms, shall
not be exercisable after the expiration of five (5) years from the date the
Incentive Stock Option is granted.
 
  (c) The conditions set forth in this Section 5.5 shall not apply to
Nonqualified Stock Options granted under the Plan.
 
  (d) If an Option intended to be an Incentive Stock Option is granted to an
Eligible Individual and such Option may not be treated in whole or in part as
an Incentive Stock Option pursuant to the limitation in (a) above, such Option
shall be treated as an Incentive Stock Option to the extent it may be so
treated under such limitation, and as a Nonqualified Stock Option as to the
remainder. For purposes of determining whether an Incentive Stock Option would
cause such limitation to be exceeded, Incentive Stock Options shall be taken
into account in the order granted.
 
  (S)5.6 Termination of Employment or Service.
 
  (a) If the employment or service as a director or consultant of an Optionee
with the Company and Related Corporations terminates for a reason other than
(i) Cause, (ii) retirement (in the case of an Optionee who is an employee of
the Company or a Related Corporation), (iii) disability (as defined in section
22(e)(3) of the Code), or (iv) death prior to the expiration date fixed for
his or her Option, such Option may be exercised at any time within three
months after such termination, unless otherwise provided in the related Stock
Option Agreement, to the extent of the number of shares covered by such Option
which were vested and purchasable at the date of such termination, or to any
greater extent permitted by the Committee; provided, however, that an Option
shall not be so exercisable on any date beyond the expiration date of such
Option.
<PAGE>
 
  (b) If the employment or service as a director or consultant of an Optionee
with the Company and Related Corporations is terminated by the Company or a
Related Corporation for Cause prior to the expiration date fixed for his or
her Option, such Option shall terminate immediately.
 
  (c) If the employment of an Optionee with the Company and Related
Corporations terminates due to the Optionee's retirement prior to the
expiration date fixed for his or her Option, such Option may be exercised at
any time within one year following such retirement, unless otherwise provided
in the related Stock Option Agreement, to the extent of the number of shares
covered by such Option which were vested and purchasable at the date of such
retirement, or to any greater extent permitted by the Committee; provided,
however, that an Option shall not be so exercisable on any date beyond the
expiration date of such Option.
 
  (d) If the employment or service as a director or consultant of an Optionee
with the Company and Related Corporations terminates due to the Optionee's
disability (as defined in section 22(e)(3) of the Code) prior to the
expiration date fixed for his or her Option, such Option may be exercised at
any time within one year after such termination, unless otherwise provided in
the related Stock Option Agreement, to the extent of the number of shares
covered by such Option which were vested and purchasable at the date of such
termination, or to any greater extent permitted by the Committee; provided,
however, that an Option shall not be so exercisable on any date beyond the
expiration date of such Option. In the event of the Optionee's legal
disability, such Option may be so exercised by the Optionee's Personal
Representative.
 
  (e) Should an Optionee die either while in the employ or while serving as a
director or consultant of the Company and Related Corporations, or after
termination of such employment or service (other than for Cause), the Option
rights of such deceased Optionee may be exercised by his or her Personal
Representative at any time within one year after the Optionee's death, unless
otherwise provided in the related Stock Option Agreement, to the extent of the
number of shares covered by such Option which were vested and purchasable at
the date of such death, or to any greater extent permitted by the Committee;
provided, however, that an Option shall not be so exercisable on any date
beyond the expiration date of such Option.
 
  (S)5.7 Shareholder Rights and Privileges. An Optionee shall have no rights
as a shareholder with respect to any shares of Company Stock covered by an
Option until the issuance of a stock certificate to the Optionee representing
such shares.
 
                                  ARTICLE VI
 
                           Miscellaneous Provisions
 
  (S)6.1 Nontransferability. No Option shall be transferable otherwise than by
will or, if the Optionee dies intestate, by the laws of descent and
distribution. All Options shall be exercisable during the Optionee's lifetime
only by such Optionee or his or her Personal Representative. Any transfer
contrary to this Section 6.1 shall nullify the Option. If the Optionee is
married at the time of exercise and if the Optionee so requests at the time of
exercise, the certificate or certificates shall be registered in the name of
the Optionee and the Optionee's spouse, jointly, with right of survivorship.
 
  (S)6.2 Adjustments Upon Changes in Stock.
 
  (a) The number of shares of Company Stock which may be issued under the Plan
and the maximum number of shares of Company Stock with respect to which
Options may be granted to any Eligible Individual who is an employee of the
Company or a Related Corporation, as stated in Section 4.2 hereof, and the
number of shares issuable upon exercise of outstanding Options under the Plan
(as well as the Option Price per share under such outstanding Options) shall,
subject to the provisions of section 424(a) of the Code, be adjusted, as may
be deemed appropriate by the Committee, to reflect any stock dividend, stock
split, share combination, or similar change in the capitalization of the
Company.
<PAGE>
 
  (b) In the event of a corporate transaction (as that term is described in
section 424(a) of the Code and the Treasury Regulations issued thereunder as,
for example, a merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation), each outstanding Option shall be
assumed by the surviving or successor corporation or by a parent or subsidiary
of such corporation; provided, however, that, in the event of a proposed
corporate transaction, the Committee may terminate all or a portion of the
outstanding Options if it determines that such termination is in the best
interests of the Company. If the Committee decides to terminate outstanding
Options, the Committee shall give each Optionee holding an Option to be
terminated not less than seven (7) days' notice prior to any such termination
by reason of such a corporate transaction, and any such Option which is to be
so terminated may be exercised (if and only to the extent that it is then
exercisable) up to, and including the date immediately preceding such
termination. Further, as provided in Section 3.2(c) hereof the Committee, in
its discretion, may accelerate, in whole or in part, the date on which any or
all Options become exercisable.
 
  (c) The Committee also may, in its discretion, change the terms of any
outstanding Option to reflect any such corporate transaction; provided,
however, that the Committee may not change the terms of an outstanding
Incentive Stock Option in a manner that would constitute a "modification"
under section 424(h) of the Code without the consent of the Optionee affected
thereby.
 
  (S)6.3 Amendment, Suspension, and Termination of Plan.
 
  (a) The Board may suspend or terminate the Plan or any portion thereof at
any time, and may amend the Plan from time to time in any respect whatsoever,
except that the following amendments shall require shareholder approval (given
in the manner set forth in (b) below):
 
    (i) With respect to Options which are Incentive Stock Options, any
  amendment which would: (A) increase the number of shares of Company Stock
  with respect to which Incentive Stock Options may be granted under the
  Plan, except as provided in Section 6.2; (B) change the class of employees
  eligible to receive Incentive Stock Options under the Plan; or (C) extend
  the termination date of the Plan with respect to any Incentive Stock
  Options granted hereunder; and
 
    (ii) Any amendment which would require shareholder approval pursuant to
  Treas. Reg. ((S)) 1.162-27(e)(4)(vi) or any successor thereto, if
  compliance with Treas. Reg. ((S)) 1.162-27(e) or any successor thereto is
  intended.
 
Notwithstanding the foregoing, no such amendment, suspension, or termination
shall alter or impair any outstanding Option without the consent of the
Optionee affected thereby.
 
  (b) Shareholder approval must meet the following requirements:
 
    (i) The approval of shareholders must be by a majority of the outstanding
  shares of Company Stock present, or represented, and entitled to vote at a
  meeting duly held in accordance with the applicable laws of the State of
  Delaware; and
 
    (ii) The approval of shareholders must comply with all applicable
  provisions of the corporate charter, bylaws, and applicable state law
  prescribing the method and degree of shareholder approval required for the
  issuance of corporate stock or options. If the applicable state law does
  not prescribe a method and degree of shareholder approval in such case, the
  approval of shareholders must be effected:
 
      (A) By a method and in a degree that would be treated as adequate
    under applicable state law in the case of an action requiring
    shareholder approval (i.e., an action on which shareholders would be
    entitled to vote if the action were taken at a duly held shareholders'
    meeting); or
 
      (B) By a majority of the votes cast at a duly held shareholders'
    meeting at which a quorum representing a majority of all outstanding
    voting stock is, either in person or by proxy, present and voting on
    the plan.
 
  (c) With the consent of the Optionee affected thereby, the Committee may
amend or modify any outstanding Option in any manner to the extent that the
Committee would have had the authority under the Plan initially to grant such
Option as so modified or amended, including without limitation, to change the
date or dates as of which such Option may be exercised.
<PAGE>
 
  (S)6.4 Nonuniform Determinations. The Committee's determinations under the
Plan, including without limitation, (i) the determination of the Eligible
Individuals to receive Options, (ii) the form, amount, and timing of such
Options, (iii) the terms and provisions of such Options, and (iv) the
agreements evidencing the same, need not be uniform and may be made by it
selectively among Eligible Individuals who receive, or who are eligible to
receive, Options under the Plan, whether or not such Optionees are similarly
situated.
 
  (S)6.5 General Restriction. Each Option under the Plan shall be subject to
the condition that, if at any time the Committee shall determine that (i) the
listing, registration, or qualification of the shares of Company Stock subject
thereto upon any securities exchange or under any state or federal law, (ii)
the consent or approval of any government or regulatory body, or (iii) an
agreement by the Optionee with respect thereto, is necessary or desirable,
then such Option shall not become exercisable in whole or in part unless such
listing, registration, qualification, consent, approval, or agreement shall
have been effected or obtained free of any conditions not acceptable to the
Committee. Without limiting the generality of the foregoing, each Optionee or
his legal representative or beneficiary may also be required to give
satisfactory assurance that shares purchased upon exercise of an Option are
being purchased for investment and not with a view to distribution, and
certificates representing such shares may be legended accordingly.
 
  (S)6.6 No Right To Employment. Neither the action of the Company in
establishing the Plan, nor any action taken by it or by the Board or the
Committee under the Plan, nor any provision of the Plan, shall be construed as
giving to any person the right to be retained in the employ of the Company or
any Related Corporation.
 
  (S)6.7 Governing Law. With respect to any Incentive Stock Options granted
pursuant to the Plan and the related Stock Option Agreements, the Plan, such
Incentive Stock Options, and such related Stock Option Agreements shall be
governed by the applicable Code provisions to the maximum extent possible.
Otherwise, the laws of the State of Delaware shall govern the operation of,
and the rights of Optionees under, the Plan, Options granted hereunder, and
the related Stock Option Agreements.
 
  (S)6.8 Application of Funds. The proceeds received by the Company from the
sale of Company Stock pursuant to Options granted under the Plan shall be used
for general corporate purposes. Any cash received in payment for shares upon
exercise of an Option to purchase Company Stock shall be added to the general
funds of the Company and shall be used for its corporate purposes. Any Company
Stock received in payment for shares upon exercise of an Option to purchase
Company Stock shall become treasury stock.
 
  IN WITNESS WHEREOF, EASTERN ENVIRONMENTAL SERVICES, INC. has caused these
presents to be duly executed this 14th day of November, 1997.
 
                                          Eastern Environmental Services, Inc.
 
                                            LOGO

                                                /s/ Louis D. Paolino, Jr. 
                                          By:   -------------------------------
                                                        President
 
Attest:
 
LOGO

 /s/ Robert M. Kramer
 --------------------
      Secretary